Notice of Annual Meeting of Shareholders and
Management Information Circular
We will hold our Annual Meeting of the holders of common shares on May 12, 2022 at 1:00 PM (Eastern Daylight Time) at the Montréal Marriott Château Champlain Hotel.
Shareholders may exercise their rights by attending the meeting or by completing a form of proxy.
YOUR VOTE AS A SHAREHOLDER IS IMPORTANT. VOTE TODAY.
These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Osisko's proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
April 1, 2022
Dear Fellow Shareholder:
We are pleased to invite you to our 8th annual meeting of shareholders to be held on May 12, 2022 at the Montréal Marriott Château Champlain Hotel. As a result of the COVID-19 pandemic, we ask that shareholders follow the current instructions and recommendations of provincial and local health authorities when considering attending the meeting. While it is not known what the situation with COVID-19 will be on the date of the meeting, we will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. We encourage you to vote your shares prior to the meeting. All public health protocols will be followed to ensure the safety of in-person attendees including enforcing applicable capacity, physical distancing, masking and vaccine mandates. Any changes or restrictions to the meeting format will be made available on the Corporation's website at https://osiskogr.com/en/2022-agm/). For more information about how to attend, ask questions and vote at the meeting, see the management information circular.
This was another strong year for Osisko. We met the forecasted annual guidance by earning 80,000 gold equivalent ounces ("GEOs") for 2021 at a 97% cash margin from our royalties and streams (excluding Renard diamond stream). Our asset base continued to provide meaningful catalysts, with our operating partners unlocking value on a number of fronts. The Canadian Malartic Partnership approved the Odyssey underground project, extending production from our flagship Canadian Malartic asset until at least 2039. Mantos Copper largely completed the Concentrator Debottlenecking project, setting the stage for increasing silver production, and announced a merger with Capstone Mining, which will increase visibility on the mine in a public vehicle. Victoria Gold progressed its mine ramp up and announced "Project 250" to increase gold production further. Diamond prices increased substantially in 2021, which should enable the restart of the Renard stream in the near term.
Several of our development assets took meaningful strides towards financing decisions and production. 2022 should bring new technical studies on key assets including Cariboo, Windfall, Back Forty, Casino, Hermosa, Pine Point and Copperwood, among others. We also saw many of our assets end up in larger, better-capitalized companies and we expect this trend to continue given the quality of our portfolio.
In February 2022, we provided 2022 guidance of between 90,000 and 95,000 gold equivalent ounces ("GEOs"), which includes a significant increase in expected GEOs of between 10,000 to 15,000 GEOs over GEOs received in 2021. In addition, we provided an inaugural 5-year growth outlook of between 130,000 and 140,000 GEOs in 2026 to highlight the organic growth potential of the company.
1100, Avenue des Canadiens-de-Montréal, suite 300, Montréal, Québec, Canada H3B 2S2
Telephone (514) 940-0670 - Fax (514) 940-0669
www.osiskogr.com
We were also able to add quality external growth to our portfolio through the acquisition of gold royalties on the Spring Valley project, Tocantinzinho project, and the West Kenya project, among others.
During our meeting, we will ask you to receive the financial statements of Osisko and to approve the resolutions put forward by your Board of Directors and the management team, including:
1. The election of 9 candidates to our Board of Directors;
2. The appointment of PricewaterhouseCoopers LLP as the Corporation's independent auditor for 2022;
3. The approval of amendments to the Deferred Share Unit Plan and approval of the unallocated rights and entitlements under the plan; and
4. We will also ask you to confirm our approach to our Executive Compensation Program, which has been established to attract and retain a team to execute our value creation strategy and deliver returns in a highly competitive market.
We invite you to review our attached management information circular, which provides you with background information on the matters that will be addressed at the meeting and details information on how to attend the annual meeting and how to vote.
If you have comments or questions about Osisko, you may contact me directly at (Chair-Board@osiskogr.com) or you may contact our Investor Relations Group at (info@osiskogr.com). We would be pleased to respond to your comments or queries.
We thank you for your ongoing support and confidence as we continue to build shareholder value at Osisko Gold Royalties Ltd.
Respectfully,
|
Sean Roosen Executive Chair of the Board of Directors |
|
1100, Avenue des Canadiens-de-Montréal, suite 300, Montréal, Québec, Canada H3B 2S2
Telephone (514) 940-0670 - Fax (514) 940-0669
www.osiskogr.com
TABLE OF CONTENTS
OSISKO GOLD ROYALTIES LTD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the shareholders of Osisko Gold Royalties Ltd (the "Corporation" or "Osisko"):
NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders of common shares of the Corporation (the "Common Shares") will be held at 1:00 PM (Eastern Daylight Time) on May 12, 2022 at the Montréal Marriott Château Champlain Hotel, Tidan Room, 1 Place du Canada, Montréal, Québec, H3B 4C9, for the following purposes:
1. To receive the Corporation's audited consolidated financial statements for the year ended December 31, 2021 and the independent auditor's report thereon;
2. To elect the Corporation's directors for the ensuing year;
3. To appoint PricewaterhouseCoopers LLP as the Corporation's independent auditor for fiscal year 2022 and to authorize the directors to fix its remuneration;
4. To consider, and if deemed advisable, adopt an ordinary resolution to approve amendments to the Deferred Share Unit Plan and approve the unallocated rights and entitlements under the plan, as more fully described in the accompanying management information circular;
5. To consider and, if deemed advisable, adopt an advisory resolution supporting Osisko's approach to executive compensation, the full text of which is reproduced in the accompanying management information circular; and
6. To transact such other business as may properly be brought before the Meeting or at any adjournment thereof.
Dated at Montréal, Québec, Canada this 1st day of April, 2022.
By order of the Board of Directors,
André Le Bel
Vice President, Legal Affairs and Corporate Secretary
IMPORTANT
It is desirable that as many Common Shares as possible be represented at the Meeting. As always, we encourage shareholders to vote their shares prior to the proxy voting deadline even if you expect to attend the Meeting. If you do not expect to attend the Meeting or any adjournment thereof in person, and would like your Common Shares represented, please date, sign and return the enclosed form of proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be received by the Corporation's transfer agent, TSX Trust Company, by email at: proxyvote@tmx.com, by mail: 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6; or by fax to 1 (866) 781-3111 (North American Toll Free) no later than 1:00 p.m. (Eastern Daylight Time) on May, 10, 2022 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Meeting may be adjourned. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline. Shareholders who hold their shares through a bank, broker or other intermediary should refer to "Beneficial Shareholders" below.
MANAGEMENT INFORMATION CIRCULAR
This management information circular (the "Circular") is provided in connection with the solicitation of proxies by the management of Osisko Gold Royalties Ltd (the "Corporation" or "Osisko") for use at the annual meeting of the shareholders of the Corporation (the "Shareholders") to be held on May 12, 2022 at 1:00 PM (Eastern Daylight Time) (the "Meeting") and at every adjournment thereof. Except where otherwise indicated, this Circular contains information as of the close of business on March 22, 2022 and all currency amounts are shown in Canadian dollars.
PROXY MATTERS AND VOTING INFORMATION
Solicitation of Proxies
The enclosed proxy is being solicited by the management of the Corporation. Solicitation will be primarily by mail but proxies may also be solicited by telephone, or personally by directors, officers or employees of the Corporation. In addition, the Corporation has retained the services of Laurel Hill Advisory Group ("Laurel Hill") to provide the following services in connection with the Meeting: review and analysis of the Circular, recommending corporate governance best practices where applicable, liaising with proxy advisory firms, developing and implementing shareholder proxies, assisting with voting and the solicitation of proxies including contacting Shareholders by telephone. For these services, Laurel Hill will receive a fee of $37,500, plus reasonable out-of-pocket expenses. The Corporation will bear all expenses in connection with the solicitation of proxies. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of Common Shares.
Appointment of Proxy
The persons named in the enclosed form of proxy are executive officers of the Corporation. A Shareholder has the right to appoint a person, who need not be a Shareholder of the Corporation, other than the persons designated in the accompanying form of proxy, to attend and act on his or her behalf at the Meeting. To exercise this right, a Shareholder may insert such other person's name in the blank space provided in the accompanying form of proxy or complete another appropriate form of proxy.
Revocability of Proxy
A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing and delivered either to TSX Trust Company ("TSX Trust") at 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, or by fax to 1 (866) 781-3111, no later than 1:00 PM (Eastern Daylight Time) on Tuesday, May 10, 2022 or at any time up to and including the last business day preceding the day of any adjournment of the Meeting at which the proxy is to be used, or to the Chair or Secretary of such Meeting on the day of the Meeting or any adjournment thereof, or by any other manner permitted by law. Any proxy given by a registered Shareholder can also be revoked by the Shareholder if he or she so requests. If a registered Shareholder follows the process for attending and voting at the Meeting online, voting at the Meeting online will also revoke your previous proxy.
Beneficial Shareholders (as defined herein) will have different methods and should carefully follow the instructions provided to them from their intermediary.
Beneficial Shareholders
A beneficial Shareholder is a Shareholder whose shares are registered in the name of a representative, such as an investment dealer or another intermediary (collectively, "Intermediaries"), rather than in the Shareholder's name ("Beneficial Shareholder"). Most of the Corporation's Shareholders are Beneficial Shareholders.
In accordance with Canadian securities legislation, the Meeting materials are being sent to both registered and Beneficial Shareholders. There are two types of Beneficial Shareholders - Shareholders who have objected to the disclosure of their identities and share positions ("OBO's") and Shareholders who do not object to the Corporation knowing who they are ("NOBO's").
In the case of NOBO's, Meeting materials have either (a) been sent by the Corporation (or its agent) directly to NOBO's, or (b) been sent by the Corporation (or its agent) to intermediaries holding on behalf of NOBO's for distribution to such shareholder. If you are a NOBO and the Corporation (or its agent) has sent the Meeting materials directly to you, your personal information has been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.
As it relates to OBO's, the Corporation intends to pay Intermediaries to send proxy-related materials and voting instruction forms to OBO's. Most intermediaries delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge mails a voting instruction form ("VIF") in lieu of a form of proxy provided by Osisko. For your Common Shares to be voted, you must follow the instructions on the VIF that is provided to you. You can complete the VIF by: (i) calling the phone number listed thereon; (ii) mailing the completed VIF in the envelope provided; or (iii) using the internet at www.proxyvote.com.
Voting Information
Common Shares represented by properly executed proxies in favour of the persons designated in the enclosed form of proxy will be voted or withheld from voting on any ballot that may be called for and, if the Shareholder specifies a choice in respect of the matters to be voted upon, the Common Shares shall be voted or withheld from voting in accordance with the specification made by the Shareholder. If no specification is made, such Common Shares will be voted FOR all of the following agenda items: (i) the election of each of the proposed nominees as directors of the Corporation for the ensuing year; (ii) the appointment of PricewaterhouseCoopers LLP as independent auditor of the Corporation and the fixing of its remuneration by the directors; (iii) the adoption by an ordinary resolution to approve amendments to the Deferred Share Unit Plan and approve the unallocated rights and entitlements under the plan; and (iv) the adoption of an advisory resolution supporting Osisko's approach to executive compensation. These Items are further described and discussed in the Circular.
The enclosed proxy confers discretionary authority upon the persons named therein to vote as he or she sees fit with respect to amendments or variations to matters identified in the notice relating to the Meeting and other matters which may properly come before the Meeting. At the date of this Circular, the management of the Corporation is not aware that any such amendments, variations, or other matters are to be presented for action at the Meeting.
Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting and vote in real time, provided they are connected to the internet and follow the instructions below. However, voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a shareholder.
Completed and signed proxies must be deposited at the office of the Corporation's registrar and transfer agent, TSX Trust Company, 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, and must be received not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the Chair of the Meeting elects to exercise his discretion to accept proxies received subsequently. Telephone voting can be completed at 1 (888) 489-7352. Internet voting can be completed at www.tsxtrust.com/vote-proxy. Alternatively, you may fax your proxy to 1 (416) 368-2502 or toll free in Canada and the United States to 1 (866) 781-3111, or scan and email to proxyvote@tmx.com. Beneficial Shareholders will have different voting methods and are encouraged to carefully follow the instructions provided on the VIF.
If you are a Beneficial Shareholder and are unable to attend the Meeting, but wish that your voting rights be exercised on your behalf by a proxyholder, you must follow the voting instructions on the VIF. If you are a Beneficial Shareholder and wish to exercise your voting rights at the Meeting, you must indicate your own name in the space provided for such purpose on the VIF in order to appoint yourself as proxyholder and follow the instructions therein with respect to the execution and transmission of the document. If you have any questions with respect to the foregoing or need help with voting, we invite you to contact Laurel Hill by calling toll-free 1 (877) 452-7184 if you are in North America, or 1 (416) 304-0211 if you are outside North America, or by emailing at assistance@laurelhill.com.
Voting Results
Following the Meeting of Shareholders, a report on the voting results will be filed with the Canadian securities regulatory authorities at www.sedar.com.
NOTICE-AND-ACCESS RULES
The Corporation has elected to use the notice-and-access provisions under Regulation 51-102 - Continuous Disclosure Obligations ("Regulation 51-102") and Regulation 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer ("Regulation 54-101", and together with Regulation 51-102, the "Notice-and-Access Provisions") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials on-line, via the System for Electronic Document Analysis and Retrieval ("SEDAR") and one other website, rather than mailing paper copies of such materials to Shareholders.
Instead of receiving this Circular, Shareholders will receive a Notice of Meeting with the proxy or voting instruction form, as the case may be, along with instructions on how to access the Meeting materials online. The Corporation will send the Notice of Meeting and proxy form directly to registered Shareholders and NOBOs. The Corporation will pay for intermediaries to deliver the Notice of Meeting, voting instruction form and other Meeting materials requested by OBOs. This Circular and other relevant materials are available on the Corporation's corporate Internet website (http://www.osiskogr.com/en/2022-agm/) or on SEDAR (www.sedar.com).
Objecting Beneficial Shareholders may request a paper copy of the Meeting materials, at no cost, from Broadridge Investor Communications Corporation by calling toll-free 1 (877) 907-7643 and entering the 16-digit control number located on the voting instruction form or via internet at www.proxyvote.com by using the 16-digit control number located in the voting instruction form. To ensure that you receive the materials in advance of the voting deadline and the Meeting, all requests must be received no later than May 10, 2022 to ensure timely receipt. Requests for Meeting materials may be made up to one year from the date the Circular is filed on SEDAR.
If you are a registered Shareholder or a NOBO and wish to receive a copy of this Circular or need help with voting, we invite you to contact Laurel Hill by calling toll-free 1 (877) 452-7184 if you are in North America, or 1 (416) 304-0211 if you are outside North America, or by emailing your request to assistance@laurelhill.com.
The Corporation will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some Shareholders with a Notice Package.
If you request a paper copy of the materials, please take note that no additional proxy form or voting instruction form shall be sent to you. Therefore, please make sure that you retain the form that you received with the Notice of Meeting for voting purposes.
VOTING SECURITIES
As of March 22, 2022, 166,246,261 Common Shares of the Corporation were outstanding. Holders of Common Shares of record at the close of business on March 22, 2022 (the "Record Date") will be entitled to one vote for each such Common Share held by them.
PRINCIPAL HOLDER OF VOTING SECURITIES
To the knowledge of the directors and executive officers of the Corporation and according to the latest data available as of March 22, 2022, there are no Shareholders owning, directly or indirectly, or exercising control or direction over more than 10% of the voting rights attached to all Common Shares.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Unless as otherwise disclosed in this Circular, no director or executive officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.
BUSINESS TO BE TRANSACTED AT THE MEETING
SHAREHOLDER VOTING MATTERS AND RECOMMENDATION
|
Voting Matters |
Election of 9 |
Appointment of |
Approval of amendments |
Advisory Resolution on |
|
Board Vote Recommendation |
FOR EACH NOMINEE |
FOR |
FOR |
FOR |
|
For more information |
9 |
91 |
91 |
92 |
FINANCIAL STATEMENTS
The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2021 and the report of the auditor thereon will be presented at the Meeting. These consolidated financial statements and management's discussion and analysis were sent to all Shareholders who have requested a copy with this Notice of Annual Meeting of Shareholders and Circular, as applicable. The Corporation's consolidated financial statements and related management discussion and analysis for the year ended December 31, 2021 are available on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) as well as on the Corporation's website (www.osiskogr.com).
ELECTION OF DIRECTORS
The executive management team (the "Management") of the Corporation is supervised by the board of directors (the "Board of Directors" or "Board") as per the Business Corporations Act (Québec). The members of the Board are elected annually at each annual meeting of Shareholders to hold office until the next annual meeting unless, prior thereto, he or she resigns, or the office of such director becomes vacant by death, removal, or other cause. The articles of incorporation of the Corporation provide that our Board shall consist of a minimum of three (3) and a maximum of fifteen (15) directors. Accordingly, nine (9) nominees are being proposed as directors for election by the Shareholders at the Meeting for the current year, each to hold office until the next annual meeting of Shareholders or until such person's successor is elected or appointed. You can vote for all of these proposed directors, vote for some of them and withhold for others, or withhold for all of them.
Mr. Christopher C. Curfman has decided not to stand for re-election at the Meeting. As such, he is not part of the nominees that are being proposed as directors for election by the Shareholders at the Meeting for the ensuing year.
The members of the Board of Directors would like to express their appreciation to Mr. Curfman for his contribution over the years and also wish to extend to him their gratitude for the services during his mandate as directors of the Corporation.
The following tables set out information about each nominee director's summary career profile, their board committee memberships (the "Board Committee Membership" or "Board Committee"), meeting attendance during the most recently completed financial year, principal directorships with other reporting issuers as well as other public and parapublic corporations on whose boards the nominees currently serve or have served in the past five years, areas of expertise and the number of securities they hold, either in the form of Common Shares, stock options ("options"), deferred share units ("DSUs"), restricted share units ("RSUs"), or debentures of the Corporation.
Unless otherwise directed, the persons named in the enclosed proxy form intend to VOTE FOR the election of each of the proposed nominees whose names are set out below. The proposal requires the approval of a majority of the votes cast at the Meeting.
Each of the nominees has provided the information as to the Common Shares of the Corporation he or she beneficially owns or over which he or she exercises control or direction, as at March 22, 2022. All nominees have served continuously as director of the Corporation since their appointment or first election in such capacity.
The Corporation has adopted a majority voting policy, which is further described in the Circular under the heading "Statement of Corporate Governance Practices - Majority Voting and Director Resignation Policy for Election of Directors".
THE HONOURABLE JOHN R. BAIRD Ontario, Canada Age: 52  |
Status: Independent(1) Director since: April 2020 Annual Meeting Votes: 2021: 99.70% In Favour 2020: 99.65% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 | |||||||
| Regular | Ad Hoc | Total | |||||||
| Board | 4/4 | 6/6 | 10/10 | ||||||
| Environmental and Sustainability Committee | 2/2 | 1/1 | 3/3 | ||||||
| Governance and Nomination Committee(2) | 3/3 | 1/1 | 4/4 | ||||||
| Overall Attendance: | 100% | ||||||||
| Public Board Membership in the past 5 years and Interlocking Directorships |
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| Investment, Ownership and Total Value of Equity | |||||||||
| 2022(3) (March 22) (#) |
2022(3) Value ($) |
2021(4) (March 22) (#) |
2021(4) Value ($) |
||||||
| Osisko Common Shares |
2,818 |
46,272 |
2,818 | 40,805 | |||||
| Osisko DSUs | 26,570 | 436,279 | 18,937 | 274,208 | |||||
| Value ($) | 482,551 | 315,012 | |||||||
| Ownership Requirement - Target Date to Meet | |||||||||
| Target attained in 2021 | |||||||||
| Mr. Baird is a director and advisor to a variety of firms in Canada and abroad. He was a former Senior Cabinet Minister in the Government of Canada and was the former Canadian Minister of Foreign Affairs. A native of Ottawa, Baird spent three terms as a Member of Parliament ("MP") and four years as Minister of Foreign Affairs where he advanced Canada/US relations and worked to strengthen ties to the Middle East and China. He also served as President of the Treasury Board, Minister of the Environment, Minister of Transport and Infrastructure, and Leader of the Government in the House of Commons. In 2010, he was selected by MPs from all parties as Parliamentarian of the Year. Prior to entering federal politics, Mr. Baird spent ten years in the Ontario Legislature where he served in several Ministerial portfolios. Mr. Baird sits on the corporate boards of Canadian Pacific, Canfor, the FWD Group, and PineBridge Investments, and is a member of the International Advisory Board of Barrick Gold Corp. He also serves as a Senior Advisor with Bennett Jones LLP, and is a Senior Advisor at Eurasia Group, a global political risk consultancy. Until January 2020, he served as Global Strategic Advisor to Hatch Ltd, a Canadian global multidisciplinary management, engineering and development consultancy. Mr. Baird also volunteers his time with Community Living Ontario, an organization that supports individuals with developmental disabilities and the Prince's Charities, the charitable office of His Royal Highness The Prince of Wales. Mr. Baird holds an Honours Bachelor of Arts in Political Studies from Queen's University at Kingston and was presented with an Honorary Doctor of Law LLD at Queen's University in 2018. |
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JOANNE FERSTMAN Ontario, Canada Age: 54  |
Status: Independent(1) Lead Director since: April 2014 Annual Meeting Votes: 2021: 93.22% In Favour 2020: 98.87% In Favour 2019: 97.89% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 | ||||||||
| Regular | Ad Hoc | Total | ||||||||
| Board | 4/4 | 6/6 | 10/10 | |||||||
| Audit and Risk Committee | 4/4 | n/a | 4/4 | |||||||
| Human Resources Committee | 4/4 | 1/1 | 5/5 | |||||||
| Overall Attendance: | 100% | |||||||||
| Public Board Membership in the past 5 years and Interlocking Directorships |
||||||||||
|
||||||||||
| Investment, Ownership and Total Value of Equity | ||||||||||
| 2022(3) (March 22) (#) |
2022(3) Value ($) |
2021(4) (March 22) (#) |
2021(4) Value ($) |
|||||||
| Osisko Common Shares | 19,500 | 320,190 | 19,500 | 282,360 | ||||||
| Osisko DSUs | 111,845 | 1,836,495 | 99,375 | 1,438,950 | ||||||
| Osisko Debentures(6) | 100 | 101,070 | 100 | 101,075 | ||||||
| Value ($) | 2,257,755 | 1,721,310 | ||||||||
| Ownership Requirement - Target Date to Meet | ||||||||||
| Target Attained in 2016 | ||||||||||
Ms. Joanne Ferstman is a director, who has been serving on a number of public company boards and has over 20 years of progressive experience in the financial industry. She was until 2012 President and Chief Executive Officer of Dundee Capital Markets Inc., a full service investment dealer with principal businesses that include investment banking, institutional sales and trading, and private client financial advisory. She has held several leadership positions within Dundee Corporation and DundeeWealth Inc. over 18 years, primarily as Chief Financier Officer, where she was responsible for strategic development, financial and regulatory reporting and risk management. Ms. Ferstman was appointed to the Board of Directors of Osisko Development Corp. ("Osisko Development") as a nominee of the Corporation in accordance with the terms and conditions of an investment agreement. Ms. Ferstman holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University and is a Chartered Professional Accountant. |
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EDIE HOFMEISTER California, United States of America Age: 56  |
Status: Independent(1) Director since: New Nominee Annual Meeting Votes: N/A Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 | |||||
| N/A | |||||||
| Public Board Membership in the past 5 years and Interlocking Directorships |
|||||||
|
|||||||
| Investment, Ownership and Total Value of Equity | |||||||
| 2022(3) (March 22) (#) |
2022(3) Value ($) |
2021(4) (March 22) (#) |
2021(4) Value ($) |
||||
| Osisko Common Shares | n/a | n/a | n/a | n/a | |||
| Osisko DSUs | n/a | n/a | n/a | n/a | |||
| Value ($) | n/a | n/a | |||||
| Ownership Requirement - Target Date to Meet | |||||||
| n/a | |||||||
| Ms. Hofmeister has advised large and small multi-national extractive companies on legal and ESG matters for over twenty years. Most recently she served as Executive Vice President Corporate Affairs and General Counsel for Tahoe Resources where she led the Legal, Sustainability and Government Affairs departments and helped grow Tahoe from a junior exploration company to a mid-cap precious metals producer. Since 2006, Ms. Hofmeister has worked alongside rural and indigenous communities in India, Peru, Guatemala, Mexico and Canada to enhance food, work and water security. Ms. Hofmeister serves as the Chair of the International Bar Association's Business and Human Rights Committee, a group dedicated to promoting high ESG standards in multi-national corporations. Ms. Hofmeister received a Bachelor of Arts degree in international relations from UCLA, a Master of Arts degree in international peace studies from the University of Notre Dame and a Juris Doctor degree from the University of San Francisco. |
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W. MURRAY JOHN British Columbia, Canada Age: 63  |
Status: Independent(1) Director since: February 2020 Annual Meeting Votes: 2021: 93.69% In Favour 2020: 99.70% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 | |||||||
| Regular | Ad Hoc | Total | |||||||
| Board | 4/4 | 6/6 | 10/10 | ||||||
| Audit and Risk Committee(7) | 2/2 | n/a | 2/2 | ||||||
| Environmental and Sustainability Committee | 2/2 | 1/1 | 3/3 | ||||||
| Governance and Nomination Committee(7) | 1/1 | n/a | 1/1 | ||||||
| Overall Attendance: | 100% | ||||||||
| Public Board Membership in the past 5 years and Interlocking Directorships |
|||||||||
|
|||||||||
| Investment, Ownership and Total Value of Equity | |||||||||
| 2022(3) (March 22) (#) |
2022(3) Value ($) |
2021(4) (March 22) (#) |
2021(4) Value ($) |
||||||
| Osisko Common Shares | Nil | Nil | 10,000 | 144,800 | |||||
| Osisko DSUs | 26,116 | 428,825 | 18,490 | 267,735 | |||||
| Value ($) | 428,825 | 412,535 | |||||||
| Ownership Requirement - Target Date to Meet | |||||||||
| Target attained in 2020 | |||||||||
| Mr. John is a mining engineer and investment industry professional. He currently serves as the Chair of the Board of Directors of Discovery Silver Corp. and Prime Mining Corp. and he is the Lead Director of O3 Mining Inc.. Prior to his retirement in December 2014, he was the President and Chief Executive Officer of Dundee Resources Limited, and Managing Director and a Portfolio Manager with Goodman & Company, Investment Counsel Inc., where he was responsible for managing merchant banking investments, Private Equity resource and precious metals focused mutual funds and flow-through limited partnerships. Mr. John has been involved with the resource investment industry since 1992 and has worked as an investment banker, buy-side mining analyst, sell-side mining analyst, and portfolio manager. He graduated from the Camborne School of Mines in 1980 with a Bachelor of Science (Hons) in mining engineering and received an award from the Associateship of the Camborne School of Mines. Mr. John also received a Master of Business Administration from the University of Toronto in 1993. |
|||||||||
|
Québec, Canada |
Director since: February 2015 Annual Meeting Votes: 2021: 98.74% In Favour 2020: 99.52% In Favour 2019: 99.87% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 |
|||||||
|
|
Regular |
Ad Hoc |
Total |
||||||
|
Board |
4/4 |
6/6 |
10/10 |
||||||
|
Audit and Risk Committee |
4/4 |
n/a |
4/4 |
||||||
|
Governance and Nomination Committee(8) |
3/3 |
1/1 |
4/4 |
||||||
|
Human Resources Committee(8) |
4/4 |
1/1 |
5/5 |
||||||
|
Overall Attendance: |
100% |
||||||||
|
Public Board Membership in the past 5 years and |
|||||||||
|
|||||||||
|
Investment, Ownership and Total Value of Equity |
|||||||||
|
|
2022(3) |
2022(3) |
2021(4) |
2021(4) |
|||||
|
Osisko Common Shares |
6,145 |
100,901 |
6,145 |
88,980 |
|||||
|
Osisko DSUs |
64,124 |
1,052,916 |
55,986 |
810,677 |
|||||
|
|
Osisko Debentures(6) |
25 |
25,268 |
25 |
25,269 |
||||
|
Value ($) |
|
1,179,085 |
|
924,926 |
|||||
|
Ownership Requirement - Target Date to Meet |
|||||||||
|
Target Attainted in 2016 |
|||||||||
|
Mr. Pierre Labbé is Chief Financial Officer of IMV Inc., a clinical-stage biopharmaceutical company since March 2017 and will cease to act as Chief Financial Officer effective as of April 1st, 2022. He has more than 30 years of progressive financial leadership roles in various industries. He was Vice President and Chief Financial Officer of Leddartech Inc. from April 2015 to March 2017 and was Vice President and Chief Financial Officer of the Québec Port Authority (October 2013 - April 2015). He also has experience in the resource sector, having served as Chief Financial Officer of Plexmar Resources (2007-2012), Sequoia Minerals (2003-2004), and Mazarin Inc. (2000-2003). Mr. Labbé, in his role as senior financial officer, has participated in the development of strategic plans and in mergers and acquisitions (over $1 billion in transactions). Mr. Labbé was a nominee to the Osisko Board by Virginia Mines Inc. as part of the Osisko-Virginia business combination in 2015. Mr. Labbé holds a Bachelor's Degree in Business Administration and a license in accounting from Université Laval, Québec City. He is a member of Ordre des comptables professionnels agréés du Québec, the Chartered Professional Accountants of Canada and the Institute of Corporate Directors.
|
|||||||||
|
Ontario, Canada |
Director since: January 2021 Annual Meeting Votes: 2021: 97.93% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 |
||||||||
|
|
Regular |
Ad Hoc |
Total |
|||||||
|
Board |
4/4 |
6/6 |
10/10 |
|||||||
|
Audit and Risk Committee(9) |
2/2 |
n/a |
2/2 |
|||||||
|
Human Resources Committee(9) |
2/2 |
n/a |
2/2 |
|||||||
|
Overall Attendance: |
100% |
|||||||||
|
Public Board Membership in the past 5 years and |
||||||||||
|
||||||||||
|
|
Investment, Ownership and Total Value of Equity |
|||||||||
|
|
2022(3) |
2022(3) |
2021(4) |
2021(4) |
||||||
|
|
Osisko Common Shares |
nil |
nil |
nil |
nil |
|||||
|
Osisko DSUs |
17,450 |
286,529 |
15,800 |
228,784 |
||||||
|
|
Value ($) |
|
286,529 |
|
228,784 |
|||||
|
Ownership Requirement - Target Date to Meet |
||||||||||
|
Target to be attained by January 19, 2024 |
||||||||||
|
Ms. Candace MacGibbon has over 25 years of experience in the mining sector and capital markets. She was until July 2021 the Chief Executive Officer of INV Metals Inc., a Canadian mineral resource company focused on the development and exploration of the Loma Larga gold property in Ecuador. Ms. MacGibbon has a deep understanding of the capital markets as a result of her previous employment as a global mining institutional salesperson with RBC Capital Markets and in base metals research as a mining associate with BMO Capital Markets. Ms. MacGibbon is a chartered professional accountant and her financial and accounting experience includes her previous role as chief financial officer of INV Metals, as well as her prior employment with Deloitte LLP. She was appointed to the Board of Directors of Carbon Streaming Corporation as a nominee of the Corporation in accordance with the terms and conditions of an investor rights agreement. Ms. MacGibbon holds a Bachelor of Arts - Economics from the University of Western Ontario and a Diploma in Accounting from Wilfrid Laurier University. |
||||||||||
|
Ontario, Canada |
Director since: April 2014 Annual Meeting Votes 2021: 99.85% In Favour 2020: 99.74% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 |
||||||||
|
|
Regular |
Ad Hoc |
Total |
|||||||
|
Board |
4/4 |
6/6 |
10/10 |
|||||||
|
Audit and Risk Committee |
4/4 |
n/a |
4/4 |
|||||||
|
Environmental and Sustainability Committee |
2/2 |
1/1 |
3/3 |
|||||||
|
Overall Attendance |
100% |
|||||||||
|
Public Board Membership in the past 5 years and |
||||||||||
|
||||||||||
|
Investment, Ownership and Total Value of Equity |
||||||||||
|
|
2022(3) |
2022(3) |
2021(4) |
2021(4) |
||||||
|
Osisko Common Shares |
55,215 |
906,630 |
55,215 |
799,513 |
||||||
|
Osisko DSUs |
74,597 |
1,224,883 |
66,318 |
960,285 |
||||||
|
|
Value ($) |
|
2,131,513 |
|
1,759,798 |
|||||
|
Ownership Requirement - Target Date to Meet |
||||||||||
|
Target Attained in 2014 |
||||||||||
|
Mr. Charles E. Page is a director and has more than 40 years of experience in the mineral industry. During his career, Mr. Page has held progressive leadership roles in developing strategies to explore, finance and develop mineral properties in Canada and internationally. Mr. Page worked at Queenston Mining Inc. in various capacities, including President and Chief Executive Officer, from 1990 to its sale to Osisko Mining Corporation in 2012. Mr. Page was appointed to the Board of Directors of Osisko Development as a nominee of the Corporation in accordance with the terms and conditions of an investment agreement. Mr. Page holds a Bachelor of Science degree in Geological Science from Brock University and a Master of Science degree in Earth Science from the University of Waterloo. He is a Professional Geologist registered in the province of Ontario and Saskatchewan and is also a Fellow of the Geological Association of Canada. |
||||||||||
|
Québec, Canada |
Director since: April 2014 Annual Meeting Votes: 2021: 97.75% In Favour 2020: 96.91% In Favour 2019: 96.07% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 |
||||||||||
|
|
Regular |
Ad Hoc |
Total |
|||||||||
|
Board |
4/4 |
6/6 |
10/10 |
|||||||||
|
Overall Attendance: |
100% |
|||||||||||
|
Public Board Membership in the past 5 years and |
||||||||||||
|
||||||||||||
|
Investment, Ownership and Total Value of Equity |
||||||||||||
|
|
2022(3) |
2022(3) |
2021(4) |
2021(4) |
||||||||
|
|
Osisko Common Shares |
533,193 |
8,755,029 |
584,183 |
8,458,970 |
|||||||
|
Osisko RSUs |
168,791 |
2,771,548 |
244,662 |
3,542,706 |
||||||||
|
Value ($) |
|
11,526,577 |
|
12,001,676 |
||||||||
|
Ownership Requirement - Target Date to Meet |
||||||||||||
|
Target Attainted in 2014 |
||||||||||||
|
Options |
||||||||||||
|
Grant (mm-dd-yy) |
Expiry |
Options |
Exercise |
Total (#) |
Value of ($) |
|||||||
|
06-25-21 |
06-25-26 |
55,400 |
17.12 |
55,400 |
- |
|||||||
|
Mr. Sean Roosen is a founding member of the Corporation and he was appointed Executive Chair of the Board of Directors on November 25, 2020. Prior to that, he was Chief Executive Officer and Chair of the Board of Directors of the Corporation. Mr. Roosen was a founding member of Osisko Mining Corporation (2003) and of EurAsia Holding AG, a European venture capital fund. Mr. Roosen has over 30 years of progressive experience in the mining industry. As founder, President, Chief Executive Officer and Director of Osisko Mining Corporation, he was responsible for developing the strategic plan for the discovery, financing and development of the Canadian Malartic Mine. He also led the efforts for the maximization of shareholders' value in the sale of Osisko Mining Corporation, which resulted in the creation of Osisko. Mr. Roosen is an active participant in the resource sector and in the formation of new companies to explore for mineral deposits both in Canada and internationally. In 2017, Mr. Roosen received an award from Mines and Money Americas for best Chief Executive Officer in North America and was, in addition, named in the "Top 20 Most Influential Individuals in Global Mining". In prior years, he has been recognized by several organizations for his entrepreneurial successes and his leadership in innovative sustainability practices. Mr. Roosen is a graduate of the Haileybury School of Mines. Mr. Roosen serves on the boards of directors of Osisko Mining Inc. ("Osisko Mining") and Osisko Development as a nominee of the Corporation. |
||||||||||||
| SANDEEP SINGH Ontario, Canada Age: 42  |
Status: Non Independent(1) Director since: November 2020 Annual Meeting Votes: 2021: 99.85% In Favour Areas of Expertise:
|
Board and Committee Meeting Attendance during 2021 | ||||||||||||||
| Regular | Ad Hoc | Total | ||||||||||||||
| Board | 4/4 | 6/6 | 10/10 | |||||||||||||
| Overall Attendance: | 100% | |||||||||||||||
| Public Board Membership in the past 5 years and Interlocking Directorships |
||||||||||||||||
| N/A | ||||||||||||||||
| Investment, Ownership and Total Value of Equity | ||||||||||||||||
| 2022(3) (March 22) (#) |
2022(3) Value ($) |
2021(4) (March 22) (#) |
2021(4) Value ($) |
|||||||||||||
| Osisko Common Shares | 166,149 | 2,728,167 | 139,795 | 2,024,232 | ||||||||||||
| Osisko RSUs | 233,436 | 3,833,019 | 281,201 | 4,071,790 | ||||||||||||
| Value ($) | 6,561,186 | 6,096,022 | ||||||||||||||
| Ownership Requirement - Target Date to Meet | ||||||||||||||||
| Target attained in 2020 | ||||||||||||||||
| Options | ||||||||||||||||
| Grant Date (mm-dd-yy) |
Expiry Date (mm-dd-yy) |
Options (#) |
Exercise Price ($) |
Total Unexercised (#) |
Value of Unexercised Options(10) ($) |
|||||||||||
| 03-01-21 05-15-20 12-31-19 |
03-01-26 05-15-25 12-31-26 |
188,000 249,400250,000 |
12.70 13.50 12.70 |
188,000 249,400 250,000 |
699,360 728,248 930,000 |
|||||||||||
| Mr. Sandeep Singh joined Osisko as President in January 2020. He became President and Chief Executive Officer in November 2020. For the fifteen years prior, Mr. Singh was an investment banker in the metals and mining industry where he advised numerous mining companies on growth and financing strategies with Maxit Capital (2014 - 2020), Dundee Securities (2010 - 2014) and BMO Capital Markets (2005 - 2010). As co-founder of Maxit Capital, he was instrumental in building an independent and highly successful advisory firm, which acted on some of the most complex and value-enhancing transactions in the mining sector. Mr. Singh holds a Bachelor of Mechanical Engineering degree from Concordia University and a Masters of Business Administration degree from Oxford University. |
||||||||||||||||
| NOTES: | ||||||||||||||||
| (1) | "Independent" refers to the standards of independence established in sections 1.4 and 1.5 of the Regulation 52-110 respecting Audit and Risk Committees ("Regulation 52-110"). | |||||||||||||||
| (2) | Effective May 12, 2021, Mr. Baird was appointed Chair of the Governance and Nomination Committee. | |||||||||||||||
| (3) | The 2022 Value is equal to, as applicable, the sum of: (i) the product of the closing price of the Common Shares of the Corporation on the Toronto Stock Exchange ("TSX") on March 22, 2022, being $16.42, by the number of Common Shares, DSUs and RSUs held at such date; and (ii) the face value of debentures held. | |||||||||||||||
| (4) | The 2021 Value is equal to, as applicable, the sum of: (i) the product of the closing price of the Common Shares of the Corporation on TSX on March 22, 2021, being $14.48 (as disclosed in the management information circular of the Corporation dated March 29, 2021) by the number of Common Shares, DSUs and RSUs held at such date; and (ii) the face value of debentures held. | |||||||||||||||
| (5) | Ms. Joanne Ferstman will not be standing for re-election as a director of the board of directors of Osisko Development Corp., which term is expected to terminate on April 26, 2022. | |||||||||||||||
| (6) | Value of Debentures is not taken into account in the determination of securities ownership requirement. | |||||||||||||||
| (7) | Following the annual meeting of shareholders held May 12, 2021, Mr. Murray John ceased to serve on the Audit and Risk Committee and was appointed to the Governance and Nomination Committee. | |||||||||||||||
| (8) | Following the annual meeting of shareholders held May 12, 2021, Mr. Labbé was appointed Chair of the Human Resources Committee. | |||||||||||||||
| (9) | Following the annual meeting of shareholders held May 12, 2021, Ms. Candace MacGibbon was appointed to the Audit and Risk Committee and the Human Resources Committee. | |||||||||||||||
| (10) | "Value of Unexercised Options" is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on March 22, 2022, being $16.42, and the exercise price of the options, multiplied by the number of unexercised options (vested or non-vested) held as at such date. | |||||||||||||||
VOTING RESULTS OF 2021 ANNUAL MEETING
The voting results for the election of directors at the 2021 annual meeting of shareholders of the Corporation were as follows:
|
NAME OF NOMINEE |
VOTES FOR |
VOTES WITHHELD |
||
|
Number |
% |
Number |
% |
|
|
The Honourable John R. Baird |
119,147,281 |
99.70 |
361,956 |
0.30 |
|
Christopher C. Curfman |
118,461,587 |
99.12 |
1,047,650 |
0.88 |
|
Joanne Ferstman |
111,401,507 |
93.22 |
8,107,730 |
6.78 |
|
W. Murray John |
111,963,660 |
93.69 |
7,545,577 |
6.31 |
|
Pierre Labbé |
118,005,334 |
98.74 |
1,503,903 |
1.26 |
|
Candace MacGibbon |
117,035,916 |
97.93 |
2,473,321 |
2.07 |
|
Charles E. Page |
119,324,317 |
99.85 |
184,920 |
0.15 |
|
Sean Roosen |
116,817,055 |
97.75 |
2,692,182 |
2.25 |
|
Sandeep Singh |
119,330,056 |
99.85 |
179,181 |
0.15 |
TENURE OF THE BOARD
The following table illustrates the age group, gender, applicable tenure and location of residence for each of the nominee non-executive directors:
|
|
AGE |
GENDER |
APPLICABLE |
REGION |
||||||||||
|
NAME |
45 - 49 |
50 - 54 |
55 - 59 |
60 - 64 |
65 - 69 |
70 - 74 |
FEMALE |
MALE |
12 YEARS |
72 YEARS OF AGE |
BRITISH COLUMBIA, |
ONTARIO, CANADA |
QUÉBEC, CANADA |
CALIFORNIA, USA |
|
John R. Baird |
|
✓ |
|
|
|
|
|
✓ |
2032 |
|
|
✓ |
|
|
|
Joanne Ferstman |
|
✓ |
|
|
|
|
✓ |
|
2027 |
|
|
✓ |
|
|
|
Edie Hofmeister |
|
|
✓ |
|
|
|
✓ |
|
2034 |
|
|
|
|
✓ |
|
W. Murray John |
|
|
|
✓ |
|
|
|
✓ |
|
2031 |
✓ |
|
|
|
|
Pierre Labbé |
|
|
✓ |
|
|
|
|
✓ |
2027 |
|
|
|
✓ |
|
|
Candace MacGibbon |
✓ |
|
|
|
|
|
✓ |
|
2033 |
|
|
✓ |
|
|
|
Charles E. Page |
|
|
|
|
✓ |
|
|
✓ |
|
2024 |
|
✓ |
|
|
2021 BOARD AND COMMITTEE ATTENDANCE RECORD
The table below reflects the record of attendance by directors at meetings of the Board of Directors and its standing Committees, as well as the total number of Board and Committee meetings held during the most recently completed financial year:
|
|
ATTENDANCE - 2021 MEETINGS |
|
TOTAL |
|||||||||
|
Member |
Board of Directors |
Audit and Risk |
Human Resources |
Governance and |
Environmental and |
Committees |
Overall |
|||||
|
Number |
% |
Number |
% |
Number |
% |
Number |
% |
Number |
% |
Number and % |
Number and % |
|
|
BAIRD, |
10/10 |
100 |
- |
- |
- |
- |
4/4 |
100 |
3/3 |
100 |
7/7 |
17/17 |
|
BERTRAND, Françoise(1) |
5/5 |
100 |
- |
- |
3/3 |
100 |
3/3 |
100 |
- |
- |
6/6 |
11/11 |
|
BURZYNSKI, |
5/5 |
100 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
5/5 |
|
CURFMAN, Christopher C. |
9/10 |
90 |
- |
- |
4/5 |
80 |
4/4 |
100 |
- |
- |
8/9 |
17/19 |
|
FERSTMAN, Joanne |
10/10 |
100 |
4/4 |
100 |
5/5 |
100 |
- |
- |
- |
- |
9/9 |
19/19 |
|
JOHN, W. |
10/10 |
100 |
2/2 |
100 |
- |
- |
1/1 |
100 |
3/3 |
100 |
6/6 |
16/16 |
|
LABBÉ, |
10/10 |
100 |
4/4 |
100 |
5/5 |
100 |
4/4 |
100 |
- |
- |
13/13 |
23/23 |
|
MACGIBBON, |
10/10 |
100 |
2/2 |
100 |
2/2 |
100 |
n/a |
n/a |
n/a |
n/a |
4/4 |
14/14 |
|
PAGE, |
10/10 |
100 |
4/4 |
100 |
- |
- |
- |
- |
3/3 |
100 |
7/7 |
17/17 |
|
ROOSEN, |
10/10 |
100 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
10/10 |
|
SINGH, |
10/10 |
100 |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
10/10 |
|
TOTAL (%): |
99 |
100 |
96 |
100 |
100 |
99 |
99 |
|||||
NOTES:
(1) Mrs. Bertrand and Mr. Burzynski did not stand for re-election in 2021.
(2) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021.
A private session is included in the agenda of every Board and Committee meeting and the non-executive directors or the Committee members have the prerogative to hold such private session or not at their discretion. At the request of the directors or the Committee members, attendance of certain members of Management of the Corporation may be required from time to time.
The table below displays the total number of private sessions held by non-executive directors during the most recently completed financial year:
|
|
Board of Directors |
Audit and Risk |
Human |
Governance and |
Environmental |
|||||
|
Number of Private Sessions held with Management: |
Regular |
Ad Hoc |
Regular |
Ad Hoc |
Regular |
Ad Hoc |
Regular |
Ad Hoc |
Regular |
Ad Hoc |
|
4 of 4 |
6 of 6 |
3 of 4 |
n/a |
4 of 4 |
Nil |
2 of 3 |
Nil |
Nil |
1 of 1 |
|
|
Number of Private Sessions held without Management: |
4 of 4 |
2 of 6 |
4 of 4 |
n/a |
4 of 4 |
1 of 1 |
2 of 3 |
Nil |
1 of 2 |
1 of 1 |
DIRECTOR COMPENSATION
retainer, attendance fees and share-based remuneration
The Human Resources Committee (the "HR Committee") oversees non-executive directors' compensation and determines, from time to time, the respective value of the annual retainer and DSU grant to be made to non-executive directors and makes its recommendation to the Board of Directors.
An annual retainer and attendance fees for Board and Committee service are paid on a quarterly basis to non-executive directors only.
The Board of Directors makes fixed value DSU grants to non-executive directors. The Board of Directors adopted the DSU plan (the "DSU Plan"), which is further described below under the heading "Deferred Share Unit Plan", and elected to fix an annual value to such grant at approximately $120,000 for the non-executive Board members and approximately $180,000 for the lead director ("Lead Director"). Furthermore, each new non-executive director is granted an initial one-time grant having a value of approximately $200,000. The Lead Director is granted an initial one-time grant having a value of approximately $300,000. Such initial DSU grants (the "Initial DSU Grants") are consistent with the practice of welcoming new non-executive Board members by making an initial long-term incentive award. With respect to the annual grant of DSUs to a non-executive director in the year following the receipt of the Initial DSU Grant, such annual grant is pro-rated to take into account that the Initial DSU Grant shall cover an initial period of twelve (12) months.
All annual and initial DSU grants, as well as annual retainers and attendance fees paid to non-executive directors are described below:
|
ANNUAL RETAINERS – Board |
RETAINERS |
|
|
Non-executive director of the Board |
40,000 |
|
|
Additional retainer allocated to the Lead Director of the Board |
60,000 |
|
|
ANNUAL RETAINERS – Committees/Members and Chairs |
($) |
|
|
Chair of the Audit and Risk Committee |
20,000 |
|
|
Chair of the HR Committees |
20,000 |
|
|
Chair of all other Committees |
15,000 |
|
|
Non-executive member of a Committee |
5,000 |
|
|
PER MEETING FEES – Attendance/Travel |
($) |
|
|
Board and Committee Meeting Attendance Fees |
1,500 |
|
|
Special Committee Meeting Attendance Fees |
1,500 |
|
|
Board and Committee Meeting Per Diem Fee |
1,000 |
|
|
DSUs – Initial and Annual ($ Value) |
($) |
|
|
Annual grant to the Lead Director of the Board(1) |
180,000 |
|
|
Annual grant to a non-executive director of the Board(1) |
120,000 |
|
|
Initial one-time grant to the Lead Director |
300,000 |
|
|
Initial one-time grant to a new non-executive director |
200,000 |
|
NOTE:
(1) With respect to the annual grant of DSUs to a non-executive director in the year following the receipt of the Initial DSU Grant, such annual grant is pro-rated to take into account that the Initial DSU Grant shall cover an initial period of twelve (12) months.
The Board approved a change to the non-executive director's compensation as a result of a change to the DSU Plan on April 1, 2022. As per such change, which reduced the annual DSU grant to the Lead Director to $150,000 yearly (a decrease from $180,000), the total cash retainer of the Lead Director was increased by $30,000 to $130,000 so there was no change to total annual compensation. The amendments to the DSU Plan are further discussed under the heading "APPROVAL OF AMENDMENTS TO THE DEFERRED SHARE UNIT PLAN AND APPROVAL OF THE UNALLOCATED RIGHTS AND ENTITLEMENTS UNDER THE PLAN".
director compensation table
The total value of retainers, attendance fees and share-based awards paid by the Corporation to non-executive directors in respect of meetings of the Board and its standing Committees during the most recently completed financial year was $1,668,073. The following table provides a summary of the compensation received by each non-executive director of the Corporation for the most recently completed financial year:
|
Name(1) |
Fees |
Share-Based |
Option- |
Non-Equity Incentive |
Pension |
All Other |
Total |
|
|
John R. Baird |
77,346 |
120,000 |
- |
- |
- |
- |
197,346 |
|
|
Françoise Bertrand(4) |
35,750 |
- |
- |
- |
- |
- |
35,750 |
|
|
John Burzynski(4) |
20,615 |
- |
- |
- |
- |
- |
20,615 |
|
|
Christopher C. Curfman |
69,500 |
120,000 |
- |
- |
- |
- |
189,500 |
|
|
Joanne Ferstman |
149,000 |
180,000 |
- |
- |
- |
- |
329,000 |
|
|
W. Murray John |
81,000 |
120,000 |
- |
- |
- |
- |
201,000 |
|
|
Pierre Labbé |
96,673 |
120,000 |
- |
- |
- |
- |
216,673 |
|
|
Candace MacGibbon(5) |
62,346 |
223,342 |
- |
- |
- |
- |
285,688 |
|
|
Charles E. Page |
72,500 |
120,000 |
- |
- |
- |
- |
192,500 |
|
NOTES:
(1) Mr. Sean Roosen, Executive Chair of the Board of the Corporation (formerly Chair and Chief Executive Officer) and Mr. Sandeep Singh, President and Chief Executive Officer of the Corporation, do not receive any compensation as directors of the Corporation. Mr. Roosen's and Mr. Singh's compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular.
(2) Share-based awards in the form of Initial DSU Grants were made under the DSU Plan as fully described under the heading "Long-term Incentive Compensation". The value price of each DSU at the date of the annual grant, as per the terms of the DSU Plan, was $16.46 for all non-executive directors, except for Ms. MacGibbon for whom the value price of her initial grant was $12.70.
(3) Directors traveling more than 4 hours to attend meetings are entitled to a $1,000 per diem.
(4) Mrs. Françoise Bertrand and Mr. John Burzynski did not stand for re-election in 2021.
(5) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021, therefore, the retainer and attendance fee payments took effect upon her appointment.
The following table sets forth in detail each component of the total retainer, attendance fees and per diem paid to each non-executive directors during the financial year ended December 31, 2021:
|
Annual Retainer(1)(2) |
Attendance Fees and Per Diem(3) |
||||||
|
Name |
Board Member ($) |
Committee |
Committee |
Board |
Committee |
Per |
Total |
|
John R. |
40,000 |
6,827 |
9,519 |
12,000 |
9,000 |
- |
77,346 |
|
Françoise |
14,615 |
1,827 |
7,308 |
6,000 |
6,000 |
- |
35,750 |
|
John |
14,615 |
- |
- |
6,000 |
- |
- |
20,615 |
|
Christopher C. Curfman |
40,000 |
10,000 |
- |
10,500 |
9,000 |
- |
69,500 |
|
Joanne |
100,000 |
5,000 |
20,000 |
12,000 |
12,000 |
- |
149,000 |
|
W. Murray |
40,000 |
5,000 |
15,000 |
12,000 |
9,000 |
- |
81,000 |
|
Pierre |
40,000 |
10,000 |
18,173 |
12,000 |
16,500 |
- |
96,673 |
|
Candace |
38,000 |
6,346 |
- |
12,000 |
6,000 |
- |
62,346 |
|
Charles E. |
40,000 |
10,000 |
- |
12,000 |
10,500 |
- |
72,500 |
|
TOTAL: |
367,230 |
55,000 |
70,000 |
94,500 |
78,000 |
- |
664,730 |
NOTES:
(1) Mr. Sean Roosen, Executive Chair of the Board of the Corporation (formerly Chair and Chief Executive Officer) and Mr. Sandeep Singh, President and Chief Executive Officer of the Corporation, do not receive any compensation as directors of the Corporation. Mr. Roosen's and Mr. Singh's compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular.
(2) Share-based awards in the form of Initial DSU Grants were made under the DSU Plan as fully described under the heading "Long-term Incentive Compensation". The value price of each DSU at the date of the annual grant, as per the terms of the DSU Plan, was $16.46 for all non-executive directors, except for Ms. MacGibbon for whom the value price of her initial grant was $12.70.
(3) Directors traveling more than 4 hours to attend meetings are entitled to a $1,000 per diem; Mr. John did not travel to attend meetings in person in 2021 given the COVID-19 pandemic.
(4) Mrs. Françoise Bertrand and Mr. John Burzynski did not stand for re-election in 2021.
(5) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021, therefore, the retainer and attendance fee payments took effect upon her appointment.
Deferred Share Unit Plan
The Corporation's DSU Plan, which is in effect since the date of its assent, April 30, 2014, was adopted to enhance the Corporation's ability to attract and retain talented individuals to serve as members of the Board of Directors or as officers of the Corporation and its subsidiaries and to promote alignment of interests between such individuals and Shareholders of the Corporation. On April 1, 2022, the Board of Directors approved amendments to the Corporation's DSU Plan (the "Amended DSU Plan") pursuant to which, grants of DSUs to each non-executive director are now limited to a maximum value of $150,000 per year; for greater certainty, non-executive directors are not entitled to option grants.
The number of DSUs credited to a director's account is calculated on the basis of the closing price of the Common Shares of the Corporation traded on the TSX on the day prior to the date of grant. Additional DSUs will automatically be granted to each participant whenever dividends are paid on the Common Shares of the Corporation.
As at December 31, 2021, the aggregate value of DSUs held by the Corporation's non-executive directors was $5,823,622.
Outstanding Share-Based Awards and Option-Based Awards
The table below sets forth, for each non-executive director, information regarding option-based and share-based awards outstanding as at December 31, 2021.
| Name(1) | Option-based awards | Share-based awards | |||||||
| Number of securities underlying unexercised options (#) |
Option exercise price ($) |
Option expiration date (yyyy-mm-dd) |
Value of unexercised in- the-money options(2) ($) |
Number of shares or units of shares that have not vested(3) (#) |
Market or payout value of share- based awards that have not vested(3) ($) |
Market or payout value of vested share-based awards not paid out or distributed(3) ($) |
|||
| John R. Baird | - | - | - | - | 7,300 | 113,004 | 290,327 | ||
| Françoise Bertrand(4) | - | - | - | - | - | - | - | ||
| John Burzynski(4) | - | - | - | - | - | - | - | ||
| Christopher C. Curfman | - | - | - | - | 7,300 | 113,004 | 726,012 | ||
| Joanne Ferstman | - | - | - | - | 11,000 | 170,280 | 1,461,312 | ||
| W. Murray John | - | - | - | - | 7,300 | 113,004 | 282,355 | ||
| Pierre Labbé | - | - | - | - | 7,300 | 113,004 | 827,685 | ||
| Candace MacGibbon(5) | - | - | - | - | 17,220 | 266,566 | - | ||
| Charles E. Page | - | - | - | - | 7,300 | 113,004 | 975,240 | ||
NOTES:
(1) Mr. Sean Roosen, Executive Chair of the Board of the Corporation (formerly Chair and Chief Executive Officer) and Mr. Sandeep Singh, President and Chief Executive Officer of the Corporation, do not receive any compensation as directors of the Corporation. Mr. Roosen's and Mr. Singh's compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular.
(2) The closing price of the Common Shares of the Corporation on the TSX on December 31, 2021 was $15.48.
(3) All DSUs granted by the Corporation in 2021 vest on the day prior to the next annual meeting of Shareholders following such grant.
(4) Ms. Françoise Bertrand and Mr. John Burzynski did not stand for re-election in 2021.
(5) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021.
Incentive Plan Awards - Value Vested or Earned during the Year
The following table discloses the aggregate dollar value that would have been realized during the year ended December 31, 2021 if the DSUs and options awards had been exercised on their respective vesting date and the aggregate value realized upon vesting of option-based awards and share-based awards.
|
Name |
Option-Based Awards |
Share-Based Awards (DSUs) |
Non-Equity Incentive Plan |
|
John R. Baird |
N/A |
307,582 |
N/A |
|
Françoise Bertrand |
N/A |
154,160 |
N/A |
|
John Burzynski |
N/A |
154,160 |
N/A |
|
Christopher C. Curfman |
N/A |
154,160 |
N/A |
|
Joanne Ferstman |
N/A |
229,600 |
N/A |
|
W. Murray John |
N/A |
299,136 |
N/A |
|
Pierre Labbé |
N/A |
154,160 |
N/A |
|
Candace MacGibbon(4) |
N/A |
N/A |
N/A |
|
Charles E. Page |
N/A |
154,160 |
N/A |
|
NOTES: (1) Unless otherwise decided by the Board of Directors, all DSUs granted by the Corporation vest on the day prior to the next annual meeting of Shareholders following such grant. (2) Furthermore, the value of vested DSUs is based on the closing price of the Common Shares on the TSX one day prior to the annual meeting of shareholders held on May 12, 2021, being $16.40 multiplied by the number of DSUs vested in 2021. (3) The Corporation's Non-Equity Incentive Plan Compensation does not apply to non-executive directors. (4) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021. |
Settlement of DSUs
In 2021, former directors of the Corporation requested the settlement of all DSUs granted to them. Accordingly, 35,946 DSUs were settled at a price of $16.46, being the closing market price on the TSX on May 13, 2021, and 66,320 at a price of $18.08, being the closing market price on the TSX on June 14, 2022, for a total issue of 47,389 Common Shares of the Corporation, net of tax withholdings.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
To the Corporation's knowledge, no proposed director is, at the date of this Circular, has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) while the proposed director was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) after the proposed director ceased to act in that capacity but which resulted from an event that occurred while that person was acting in such capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.
To the Corporation's knowledge, no proposed director is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for Mr. W. Murray John, who was a director of insolvent African Minerals Limited, a company who appointed Deloitte LLP as its administrator by order of the High Court of Justice, Chancery Division, Companies Court on March 26, 2015.
In addition, to the knowledge of the Corporation, no proposed director has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.
Furthermore, to the knowledge of the Corporation, no proposed director has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.
STATEMENT OF EXECUTIVE COMPENSATION
compensation governance
The Board of Directors of Osisko is responsible for establishing and administrating a compensation program for the Executive Chair (formerly the Chair and Chief Executive Officer), the President and Chief Executive Officer, and the Named Executive Officers (collectively "Named Executives") of the Corporation. The Board of Directors has delegated the oversight of the compensation program and human resources matters to the HR Committee, which is composed entirely of independent directors.
The HR Committee has the responsibility to ensure that the Corporation attracts and retains a senior leadership team that will develop and execute a strategic plan, with a view to deliver superior value over the long-term to the Corporation's Shareholders and other stakeholders. In carrying out its duties, the HR Committee consults the Executive Chair, the President and Chief Executive Officer, the Chief Financial Officer and the Vice President, Legal Affairs and Corporate Secretary. The HR Committee may also hire and retain, from time to time, the services of external consultants, at its discretion. The HR Committee also reviews various senior management development programs, as well as a succession plan for key positions.
The Corporation also engages with Shareholders with respect to compensation matters in addition to submitting to its Shareholders annually an advisory resolution on Osisko's approach to executive compensation. The HR Committee assesses the compensation structure on an annual basis in order to ensure that it is aligned with Shareholders' interests.
Composition of the Human Resources Committee
The HR Committee is currently comprised of the following four directors: Mr. Pierre Labbé (Chair), Mr. Christopher Curfman, Ms. Joanne Ferstman and Ms. Candace MacGibbon, all of whom are independent as defined under Regulation 52-110.
Relevant Education and Experience of Members of the HR Committee
The Board recognizes the importance of appointing independent, knowledgeable and experienced members to the HR Committee, who have the necessary background in executive compensation and risk management to fulfill the HR Committee's duties and responsibilities. All members of the HR Committee have extensive experience as described in the directors' biographies outlined previously. Specifically, they bring the following experience and skills set to the HR Committee:
|
|
Mr. Pierre Labbé Mr. Pierre Labbé is Chief Financial Officer of IMV Inc., a clinical-stage biopharmaceutical company since March 2017 and will cease to act as Chief Financial Officer effective April 1st, 2022. He has more than 30 years of progressive financial leadership roles in various industries. He was Vice President and Chief Financial Officer of Leddartech Inc. from April 2015 to March 2017 and was Vice President and Chief Financial Officer of the Québec Port Authority (October 2013 - April 2015). He also has experience in the resource sector, having served as Chief Financial Officer of Plexmar Resources (2007-2012), Sequoia Minerals (2003-2004), and Mazarin Inc. (2000-2003). Mr. Labbé, in his role as senior financial officer, has participated in the development of strategic plans and in mergers and acquisitions (over $1 billion in transactions). Mr. Labbé was a nominee to the Osisko Board by Virginia Mines Inc. as part of the Osisko-Virginia business combination in 2015. He was appointed member of the HR Committee in June 2020 and was appointed Chair of the HR Committee on May 12, 2021. |
|
|
Mr. Christopher Curfman Mr. Curfman brings to the HR Committee more than 21 years of experience in the mining industry. He has held several progressive positions in Asia, Australia and USA, including Senior Vice President of Caterpillar and President of Caterpillar Global Mining. He has extensive international experience and an in-depth knowledge of mining operations. His global leadership was key to Caterpillar's success in the mining industry. He also served as a board member at various organizations, including the Canadian Institute of Mining, the National Mining Association, the World Coal Association and several universities. Notwithstanding the designation of the HR Committee throughout the years, Mr. Curfman has been a member since May 2018. |
|
|
Ms. Joanne Ferstman Ms. Ferstman's experience includes the development, implementation and maintenance of compensation programs in the financial industry and in an entrepreneurial environment as well as the negotiation of executive employment. As a professional accountant, Ms. Ferstman also has experience in risk management with respect to compensation management. She is Chair of the Corporation's Audit and Risk Committee and has many years of experience as chair and member of Human Resources/Compensation Committees of other public companies. She meets regularly with external compensation consultants and is up to date on compensation trends and philosophies. Notwithstanding the designation of the HR Committee throughout the years, Ms. Ferstman has been a member since June 2014. |
|
|
Ms. Candace MacGibbon Ms. Candace MacGibbon has over 25 years of experience in the mining sector and capital markets. She was until July 2021, the Chief Executive Officer of INV Metals Inc., a Canadian mineral resource company focused on the development and exploration of the Loma Larga gold property in Ecuador. Ms. MacGibbon has a deep understanding of capital markets as a result of her previous employment as a global mining institutional salesperson with RBC Capital Markets and in base metals research with BMO Capital Markets. Ms. MacGibbon is a chartered professional accountant and her financial and accounting experience includes her previous role as chief financial officer of INV Metals, as well as her prior employment with Deloitte LLP. Ms. MacGibbon was appointed to the HR Committee in May 2021. |
Work Performed by the Human Resources Committee
The following summarizes the work highlights performed by the HR Committee in relation to the 2020 - 2021 exercise:
Compensation Matters
- Reviewed the organizational structure of the Corporation, including the hiring of executives;
- Reviewed the Corporation's compensation philosophy;
- Reviewed and recommended to the Board of Directors the approval of the 2021 corporate objectives under the short-term incentive program. The HR Committee monitored the performance against these objectives and in early 2022, conducted a detailed review of the achievements of the executives, and recommended the annual payout;
- Reviewed and recommended the approval of the 2021-2023 long-term objectives for the 2021 RSU grants;
- Reviewed and recommended the approval of the annual 2021 long-term grants (options and RSUs) pursuant to the long-term incentive program;
- Reviewed and recommended the approval of changes to outstanding options and RSUs originally granted to employees of the Corporation who were transferred to Osisko Development Corp. as part of the reverse takeover bid transaction concluded in November 2020;
- Reviewed and amended the policy on the prevention of psychological and sexual harassment in the workplace and the handling of complaints;
- Reviewed and amended the policy on recovery of incentive compensation;
- Reviewed the Corporation's equity plans and amended the RSU plan ("RSU Plan") in order to provide for the granting of RSUs to independent consultants;
- Reviewed and amended the employment agreement of the President and Chief Executive Officer;
- Retained the services of Hugessen Consulting Inc. ("Hugessen") to assist the HR Committee in reviewing the compensation of the Executive Chair and in determining the Corporate Objectives under the 2021 Short-term incentive program and the 2021 Long-Term Incentive Program;
- Monitored the long-term incentive programs (options and RSUs), including the performance against established objectives which thereafter led to the recommendation of the 2018 performance-based RSU payout;
- Reviewed and recommended the approval of the 2021 annual grants of DSUs to non-executive directors;
- Reviewed the 2021 voting results for the advisory resolution on executive compensation ("Say-on-Pay");
- Monitored development in talent management, remuneration practices and governance related thereto; and
- Reviewed and assessed the performance of the Executive Chair and President and Chief Executive Officer.
Governance and Administrative Matters
- Reviewed the Charter of the HR Committee and approved the Annual Work Program; and
- Reviewed and recommended to the Board to approve the compensation disclosure contained in the Circular.
Succession Planning
The Committee regularly meets the Management of the Corporation. During these meetings, the members of the HR Committee have the opportunity to evaluate potential successors to senior Management. In addition, the HR Committee monitors training and development programs of Management.
compensation discussion and analysis
The compensation philosophy of the Corporation is based on providing a highly competitive base salary, along with short and long-term incentives that payout on the achievements of key performance and strategic goals, which will create value for Shareholders and other stakeholders over the long-term.
The year 2021 marked the first full year of Mr. Sandeep Singh's role as President and Chief Executive Officer of the Corporation. Mr. Singh had been appointed at the end of 2019 as President of Osisko. He works closely with a rejuvenated executive team that saw a number of changes in 2020 and 2021, including departures and transfers of executives to Osisko Development as well as hiring and internal promotions.
In November 2020, Osisko completed a spin out of its mining assets to Osisko Development, which is a public company trading on the TSX Venture Exchange. As of December 31, 2021, the Corporation held 75.1% of Osisko Development.
Accordingly, despite the fact that the compensation of the executive officers of Osisko Development is reviewed by the human resource committee and approved by the board of directors of Osisko Development, it remains a subsidiary of the Corporation and the compensation of certain of the executives of Osisko Development must be included in this Circular as per applicable regulatory requirements.
Notwithstanding the foregoing and in order to provide a more relevant overview of the actual compensation attributable to the Corporation, Osisko is also disclosing the compensation of two additional executives, including an executive of its wholly owned subsidiary Osisko Bermuda Limited ("OBL").
Based on the foregoing, for purposes of this Circular, named executives ("Named Executives") of the Corporation means, at any time during the most recently completed financial year:
(i) The Corporation's president and chief executive officer;
(ii) The Corporation's chief financial officer and vice president, finance; and
(iii) The three (3) most highly compensated executive officers of the Corporation, including its subsidiaries, other than the chief executive officer and chief financial officer at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(iv) Two additional executives of the Corporation (including an executive of its wholly owned subsidiary).
Accordingly, during the Corporation's fiscal year ended December 31, 2021, the following individuals were Named Executives of the Corporation and its wholly-owned subsidiary:
- Sean Roosen, Executive Chair of Osisko
- Sandeep Singh, President and Chief Executive Officer of Osisko
- Frédéric Ruel, Chief Financial Officer and Vice President, Finance of Osisko
- Andre Le Bel, Vice President Legal Affairs and Corporate Secretary of Osisko
- Michael Spencer, Managing Director of OBL
Executives of Osisko Development:
- Sean Roosen, in his capacity as Chair and Chief Executive Officer of Osisko Development
- Chris Lodder, President of Osisko Development
- Luc Lessard, Chief Operating Officer of Osisko Development
For the purpose of the following disclosure on compensation and except as otherwise noted:
- "OR Named Executives" will refer exclusively to Messrs. Roosen (in his capacity as Executive Chair of the Board of the Corporation), Singh, Ruel and Le Bel;
- "OBL Named Executive" will refer exclusively to Mr. Spencer;
- "ODV Named Executives" will refer exclusively to Messrs. Roosen (in his capacity as Chair and Chief Executive Officer of Osisko Development), Lodder and Lessard; and
- "Named Executives" will refer to the seven individuals referred to above.
For more information on the compensation of Messrs. Roosen (in his capacity as Chair and Chief Executive Officer), Lodder and Lessard, we refer you to the management information circular of Osisko Development dated March 24, 2022 filed on SEDAR at www.sedar.com ("ODV Circular").
Osisko:
In establishing the compensation programs for the OR Named Executives, the HR Committee monitors compensation trends within the mining industry and seeks input from external advisors as required and may also conduct comparative studies. The HR Committee also monitors Shareholders' feedback on compensation, including the results of the annual advisory vote on compensation received from Shareholders. One of the key responsibilities of the HR Committee is to ensure that such compensation will allow the Corporation to attract and retain senior individuals to develop and execute the strategic plan of the Corporation to maximize Shareholder value.
The HR Committee monitors and reviews the inherent risks related to the compensation program. To date, the Corporation has generally been able to attract and retain Management talent to develop and execute its value creation plan.
The Corporation advocates a team approach for the short and long-term incentive compensation of the OR Named Executives given the small nature of the team and the transactional nature of the Corporation's business model. Performance monitoring of Named Executives since 2014 has confirmed the validity of this approach. Based on the recommendation of the HR Committee, the Board of Directors approves the corporate objectives for OR Named Executives of the Corporation.
2021 was Mr. Singh's first full year as the President and CEO of Osisko and his target compensation was deemed to be appropriate in this capacity at the time of his promotion. In February 2021, the HR Committee decided that no compensation adjustments would be made to the target compensation of the OR Named Executives, other than Mr. Roosen, as noted below.
OBL:
Given the size of OBL, it does not have a human resource committee; all matters relating to the company are managed by the OBL board of directors. The OBL board approves all hiring and compensation matters.
Osisko Development:
The human resource committee of Osisko Development assumes for the executives of Osisko Development, the same function as the HR Committee of the Corporation. The human resource committee may also hire and retain, from time to time, the services of external consultants, at its discretion. The human resource committee also reviews various senior management development programs, as well as a succession plan for key positions at Osisko Development.
Note on Executive Chair Compensation
With regards to the compensation of Mr. Roosen, the human resources committees of each of the Corporation and Osisko Development (the "Committees") acted jointly in the second quarter of 2021 to determine the respective compensation of Mr. Roosen as Chief Executive Officer and Chair of Osisko Development, and Executive Chair of the Corporation.
The Committees, with the assistance of Hugessen, discussed and evaluated the guiding compensation principles based on his responsibilities and commitment to both entities. They considered the unique circumstances and range of roles encompassed by the title of Executive Chair of the Corporation and Chief Executive Officer and Chair of Osisko Development, and recognized that these roles are not as readily benchmarked in the typical manner given their more strategic responsibilities.
In addition, the Committees reviewed the long-term and short-term compensation benefits, discussed Mr. Roosen's pay target as Executive Chair of the Corporation and reviewed benchmarking of pay components of the following peer group of companies: Alamos Gold Inc., Centerra Gold Inc., Eldorado Gold Corporation, Hudbay Minerals Inc., IAMGOLD Corporation, Lundin Gold Inc., Maverix Metals Inc., Pretium Resources Inc., Royal Gold, Inc., Sandstorm Gold Ltd., SSR Mining Inc. and Wesdome Gold Mines Ltd.
The Committees concluded that it was appropriate to adjust the target compensation of Mr. Roosen, including his base salary and long-term compensation. Historically, Mr. Roosen's long-term compensation at Osisko was reduced by an amount equal to that received from investee companies for non-executive directorship roles. Reflecting his new roles, Mr. Roosen's base salary was set as follows:
- as Chair and Executive Officer of Osisko Development, his base salary was set at $525,000; and
- as Executive Chair of the Corporation, his base salary was set at $400,000 as reflected in the Summary Compensation Table.
Independent Compensation Consultants
The HR Committee receives detailed compensation analysis from Management on various companies from the mining sector in order to ensure the continued market competitiveness of the compensation of the OR Named Executives. In the second quarter of 2021, the HR Committee mandated Hugessen to conduct a review and analysis of the Executive Chair's compensation.
2021 Compensation Advisory Fees
The following table summarizes compensation consultant advisory fees related to OR Named Executives incurred by the Corporation in 2021 and in 2020:
|
|
Fees incurred in 2021 |
Fees incurred in 2020 |
|
Hugessen Consulting Inc. Compensation consulting services |
32,350 |
144,966 |
Compensation Comparator Group
In order to allow the members of the HR Committee to proceed with a review of the compensation of the OR Named Executives, Management and the HR Committee's advisor may collect compensation information from management information circulars of a number of peer companies or consult other sources of information for compensation decision-making purposes. Outlined below are the fourteen publicly-traded Canadian companies that comprise the 2021 peer group ("Peer Group"). The peers were selected based on criteria that included company size (market capitalisation) and industry (mining / mining royalty business). Revenue is viewed as a less directly relevant metric when comparing mining royalty to mining operating companies. For the financial year 2021, except for the purpose of reviewing the target compensation of the Executive Chair of the Corporation, the HR Committee did not use the Peer Group for executive pay decision-making (as no target pay modifications were provided to other OR Named Executives).
| Company | Sector | Head Office | Market Cap in ($ M)(1) |
| Alamos Gold Inc. | Gold Mining | Canada | 3,814 |
| Argonaut Gold Inc. | Gold Mining | Canada | 747 |
| Eldorado Gold Corporation | Gold Mining | Canada | 2,166 |
| Hudbay Minerals Inc. | Diversified Metals and Mining | Canada | 2,396 |
| IAMGOLD Corporation | Gold Mining | Canada | 1,879 |
| New Gold Inc. | Gold Mining | Canada | 1,287 |
| OceanaGold Corporation | Gold Mining | Canada | 1,549 |
| Sandstorm Gold Ltd. | Gold Royalty | Canada | 1,503 |
| SSR Mining Inc. | Gold Mining | Canada | 4,742 |
| Torex Gold Resources Inc. | Gold Mining | Canada | 1,128 |
| Triple Flag Precious Metals Corp. | Gold Royalty | Canada | 2,373 |
| Victoria Gold Corp. | Gold Mining | Canada | 892 |
| Wesdome Gold Mines Ltd. | Gold Mining | Canada | 1,614 |
| Yamana Gold Inc. | Gold Mining | Canada | 5,124 |
| Peer Group Median | n/a | n/a | 1,746 |
| Osisko Gold Royalties Ltd | Gold Royalty | Canada | 2,577 |
| NOTE: (1) As at December 31, 2021. |
|||
Compensation Policy
Osisko and OBL:
As is typical in the mining industry, the Corporation's executive compensation policy is comprised of a combination of cash, stock option grants and RSU grants to OR Named Executives and OBL Named Executive.
Components of the Compensation Program
The combination of base salaries, annual incentive, option grants and RSU grants (which are full value phantom shares, payable in cash or in Common Shares, at the Corporation's discretion, as at the end of the three-year vesting period), is intended to ensure alignment of the interest of the executive team with that of Shareholders of the Corporation by focusing on long-term growth and to attract and retain talent in a competitive employment market. Grant of options and RSUs to OR Named Executives and OBL Named Executive are made on an annual basis, at a moment deemed appropriate by the HR Committee (or, in case of the OBL Named Executive, by the OBL board of directors). Annual incentive, option grants and RSU grants (timed-based and performance-based) represent the value at risk portion of the total compensation of each OR Named Executive and OBL Named Executive.
For any grant, options vest as to one third of the total grant at each of the first three anniversaries of such grant, unless otherwise decided by the HR Committee (or, in case of the OBL Named Executive, by the OBL board of directors), as provided for in the Stock Option Plan. RSU grants are generally subject to the following vesting terms: one half (1/2) is time-based and vests on the third anniversary of such grant while the remaining half (1/2) performance RSUs, which also vests on the third anniversary of such grant, is subject to the achievement of approved long-term objectives over a three-year period (as more thoroughly described below under the heading "Long-Term Incentive Compensation"). The HR Committee considers that such performance criteria improves the alignment of grant recipients with the Corporation's Shareholders' interests and further promotes value creation.
Options and RSUs also enable the Corporation to balance the ratio of long-term to short-term compensation to levels commensurate with mining industry and mining royalty companies and to enhance OR Named Executives' and OBL Named Executive's alignment with value creation for the Corporation's Shareholders. The Stock Option Plan, RSU Plan and the DSU Plan are further described under the heading "Long-Term Incentive Compensation" below.
Osisko Development:
Osisko Development's executive compensation policy is also comprised of a combination of cash, option grants and restricted share unit grants to ODV Named Executives in order to attract and retain skilled individuals to achieve the long-term strategy of Osisko Development.
Further details can be found in the ODV Circular.
Pay Mix
Osisko and OBL:
Following are the targets for each of the four components of the compensation of the OR Named Executives and OBL Named Executive in comparison to the actual compensation they received for 2021:
|
|
Base Salary |
Short-term incentive |
Options |
RSUs |
||||
|
Target |
2021 |
Target |
2021 |
Target |
2021 |
Target |
2021 |
|
|
Executive Chair(1) |
20% |
20% |
20% |
20% |
24% |
24% |
36% |
36% |
|
President and Chief Executive Officer |
21% |
21% |
21% |
21% |
23% |
23% |
35% |
35% |
|
Chief Financial Officer and Vice President, Finance |
24% |
22% |
24% |
23% |
21% |
19% |
31% |
36% |
|
Vice President, Legal Affairs and Corporate Secretary |
23% |
22% |
23% |
22% |
21% |
20% |
32% |
36% |
|
Managing Director, OBL(1) |
25% |
25% |
25% |
25% |
20% |
20% |
30% |
30% |
NOTE:
(1) The OBL Named Executive, as an expatriate, is entitled to a cost of living subsidy equal to approximately $260,818 as further discussed under the heading Base Salary.
Osisko Development:
Following are the targets for each of the four components of the compensation of the ODV Named Executives and in comparison to the actual compensation they received for 2021:
|
|
Base Salary |
Short-term incentive |
Options |
RSUs |
||||
|
Target |
2021 |
Target |
2021 |
Target |
2021 |
Target |
2021 |
|
|
Chair and Chief Executive Officer |
20% |
21% |
20% |
14% |
24% |
26% |
36% |
39% |
|
President |
22% |
24% |
22% |
16% |
22% |
24% |
33% |
36% |
|
Chief Operating Officer |
23% |
25% |
23% |
17% |
21% |
23% |
32% |
35% |
Management of Compensation Risks
Osisko:
The HR Committee structures the components of the compensation program in order to generate adequate incentives to increase Shareholder value in the long-term while maintaining a balance to limit excessive risk taking.
As part of measures in place to mitigate risk related to compensation structure, the HR Committee establishes the total compensation of the OR Named Executives based on a balanced approach between fixed and variable compensation components. The use of multiple components limits the risks associated with having the focus on one specific component and provides flexibility to compensate short to medium term goals and long-term objectives in order to maximize Shareholder value.
The fixed component of the OR Named Executives' compensation is essentially composed of the base salary, which represents between 20% and 25% of their total compensation. The components forming the remaining 75% to 80% represent the "value at risk" and aim to focus on the achievement of short to long-term objectives and are composed of an annual incentive (100% performance-based on a yearly basis) and annual grants of RSUs (one half of which is performance-based over a 3-year period) and options.
The long-term compensation comprises RSUs and options. The HR Committee believes that its granting and vesting practices provide sufficient incentives to motivate the OR Named Executives in the long-term to increase the overall value of the Corporation and thereby provide an adequate alignment of their interest with those of the Shareholders.
Options granted annually vest over a three-year period and have a five-year term. The HR Committee considers that these characteristics provide sufficient incentives to motivate the OR Named Executives in the long-term to increase the overall value of the Corporation. Notwithstanding the foregoing, because of the nature of an option, market volatility may result in financial benefit, which may not be strictly related to the performance of the Corporation. In assessing the component and respective proportion of the elements forming part of the long-term compensation components, the HR Committee has established options at 40% of the long-term incentive and 60% for RSUs (half performance-based) in order to ensure that interests of the OR Named Executives are aligned with those of the Shareholders.
Within the scope of ensuring best practices, the HR Committee adopted formal securities ownership guidelines in 2015, which was revised in 2020 in order to further align the long-term interests of the OR Named Executives to those of the Shareholders. The revised guidelines provides that the calculation of the minimum shareholding be based on:
(i) the value of the holding on the last trading day of each year; and
(ii) with respect to RSUs, only those which are exclusively subject to time-based vesting shall be used in the determination of the minimum securities ownership.
Additional information on the securities ownership guidelines is provided under the heading "Securities Ownership".
Also, as part of the risks review presented to the Corporation's Audit and Risk Committee, none was related to compensation among all risks identified. As Ms. Joanne Ferstman and Mr. Pierre Labbé are both members of the Audit and Risk Committee and of the HR Committee, they bring their knowledge, experience and insight on risk issues to the HR Committee. Any identified risk related to human resources and compensation of Management are transmitted to the HR Committee which is responsible to follow-up on the implementation of the recommendations according to established priorities. The HR Committee then reports the results back to the Board of Directors.
Based on the review performed in the last financial year, no risks associated with the Corporation's compensation policies and practices that are likely to have a material adverse effect on the Corporation were identified. The HR Committee considers that the procedures and guidelines currently in place to mitigate key risks relating to compensation are adequately managed and do not encourage excessive risk taking that would likely have a material adverse effect on the Corporation. The HR Committee will continue to monitor and review the Corporation's compensation policies and practices annually to ensure that no component of the Named Executives' compensation includes value risk taking.
The compensation components are detailed below. The Corporation has not adopted any retirement plan or pension plan for its directors and officers.
OBL:
As part of measures in place to mitigate risk related to compensation structure, the OBL board of directors establishes the total compensation of the OBL Named Executive based on a balanced approach between fixed and variable compensation components. Because of the similarities between the compensation program of OBL and that of the Corporation, the Corporation considers that the OBL compensation program does not generate excessive risk taking.
Osisko Development:
The human resource committee of Osisko Development monitors and reviews the inherent risks related to the compensation program in a similar manner as does the HR Committee of the Corporation.
Base Salary
Osisko:
The base salary is the only fixed component of the compensation of the OR Named Executives. The Corporation's policy is to establish base salaries for executive officers that are competitive with relevant salaries paid to executive officers of a comparator group, while recognizing executive officers' experience, competencies and track record of accomplishments and preserving a "team approach" toward remuneration. Salary levels therefore reflect the overall corporate performance of the Corporation, comparative market data and individual performance. The salaries of the OR Named Executives are reviewed and, as applicable, adjusted yearly by the HR Committee considering the overall corporate performance of the OR Named Executives team, the comparator group metrics, and, as applicable, general market conditions and other relevant sources of information.
There was no salary increase for the OR Named Executives in 2021, with the exception of the Executive Chair, who received a salary adjustment following the review and analysis completed by compensation consultants and the members of the HR Committee.
OBL:
The base salary on the OBL Named Executive is established and paid in US dollars. It is the only fixed component of the compensation of the OBL Named Executive and it is established by the OBL board of directors with a view to be competitive, taking into consideration the executive officer's experience, competencies and track record of accomplishments. The salary of the OBL Named Executive is reviewed and, as applicable, adjusted yearly by the board of directors of OBL, taking into account the overall corporate performance of OBL and a variety of other factors including benchmarking against other entities (including the Corporation), general market conditions and other relevant sources of information.
There was no salary increase for the OBL Named Executive in 2021.
In addition to his base salary, the OBL Named Executive is entitled to:
- an annual cost of living subsidy (the "COL Subsidy") equal to approximately $180,594 plus 20% of the OBL Named Executive's total cash compensation. Payment of the COL Subsidy shall be made periodically as per the residential lease agreement of the OBL Named Executive.
Osisko Development:
The disclosure made above for Osisko is applicable to Osisko Development. As noted above, the base salary of Mr. Roosen as Chair and Chief Executive Officer of Osisko Development was set at $525,000 to take into account his new role and responsibilities and is paid by Osisko Development.
Annual Incentive Compensation
Osisko:
The HR Committee believes that long-term growth of value for Shareholders is derived from the execution of short and long-term approved strategic initiatives.
The annual incentive program for the OR Named Executives is based on their performance as a team against corporate objectives approved by the Board of Directors. Bonuses are paid in full following awards approved by the Board of Directors, based on the recommendation of the HR Committee. The target for annual incentive compensation for OR Named Executives has been contractually established at 100% of their respective base salary. However the objectives adopted in connection with the 2021 annual incentive compensation provided for hurdle rates which could result in payment ranging from 0% to a maximum of 200%, depending on the assessment of the achievement as determined by the Board of Directors, which retains full discretion in assessing such achievement. In addition, the Board may also factor in individual achievement, if warranted. For greater certainty, annual incentive compensation does not represent a guaranteed compensation for the OR Named Executives as the determination of the performance relating to such compensation remains the sole prerogative of the Board of Directors who can decide not to pay any bonus to any OR Named Executive.
As part of its duties and responsibilities and in conjunction with year-end assessments, the HR Committee reviews the realization of the Corporation's objectives and meet with Management to discuss and consider each element contained in the corporate objectives. The HR Committee also meets in camera to discuss this matter.
The Corporation's 2021 short-term key objectives (the "2021 Key Objectives") consist of elements included in the following four main criteria: (i) Performance; (ii) Financial; (iii) Portfolio Management; and (iv) ESG. These criteria are either quantitatively assessed or have meaningful objective criteria reviewed by the HR Committee.
The following is a summary of achievements in respect of the 2021 Key Objectives, with further details provided in the table that follows.
1. Relative Performance
In 2021, the Corporation's share price decreased by 2.4% during the year, while its Performance Index median (composed of 7 royalty companies, the S&P Global Gold Index, gold price and silver price) decreased by 6.5%. Although the Corporation outperformed its Performance Index performance by 4.1%, given that the share price declined during the year, performance was assessed at "Target" level (i.e. 100% of the target).
2. Financial
(a) Improving Cost Structure
For the cost metric, the objective was to manage and reduce the Corporation's general and administration ("G&A") costs per gold equivalent ounces ("GEOs") produced by 10% compared to the previous year. In 2021, these costs were reduced from $342 per GEO to $284 per GEO, representing a 17% decrease (or 19% on a cash only basis). This target was achieved at 200%.
(b) Balance Sheet
For the balance sheet metric, the objective was to maintain a strong balance sheet and reduce net debt. As part of this component, the Corporation repaid a $50.0 million convertible debenture and drew the credit facility by the same amount, thereby reducing the interest rate payable by approximately 1.5% per annum and the Corporation also amended its credit facility and increased the principal amount by $150 million to $550 million, with an additional uncommitted accordion of up to $100 million. This target was partially achieved at 50%.
3. Portfolio Management
Through 2021, Management focused on maximizing the value of its equity book (including monetization alternatives) and the potential restructuring of certain underperforming assets (namely the Renard and Amulsar streams). Some progress was achieved in terms of the restructuring of assets but there was no monetization of the Corporation's equity book. This criteria was achieved at 40% of target.
4. Environment, Sustainability and Governance ("ESG")
In April 2021, the Corporation delivered its inaugural ESG report and continued to improve its ESG related disclosure and communication with shareholders and stakeholders.
The Corporation improved its Sustainalytics ESG rating from 21.9 to 15.3, therefore moving from a medium to low risk company. The Corporation was also designated as a top performer in 2021 and maintained its MSCI ESG "A" rating.
In addition, the Corporation invested in a partnership with Carbon Streaming Corporation and joined the UN Global Compact. These criteria were achieved at 150% of target.
Assessment of 2021 Key Objectives by the HR Committee
The 2021 Key Objectives were approved by the Board of Directors, upon recommendation of the HR Committee. Such objectives provided for hurdle rates, which could result in payment ranging from 0% to a maximum of 200%, depending on the assessment of the achievement of approved objectives by the Management team. The HR Committee reviewed Management's assessment of the 2021 achievements against the Corporation's objectives (Management's proposed payout had also been discussed between Management and Hugessen to ensure its appropriateness), discussed with Management and Hugessen and thereafter, the HR Committee met in camera to discuss and consider the payout under the short-term incentive program.
The HR Committee provided its recommendation to the Board, which also deliberated with the presence of senior members of Management and approved the following assessment of the 2021 Key Objectives set forth below:
|
2021 Corporate Objectives |
Target | Achievement |
|
1. PERFORMANCE: Relative TSR versus Performance Index |
25% | 25% |
|
2. FINANCIAL: (a) Cost: Manage G&A per GEO ounces produced as a measure of scalability of business |
15% | 30% |
|
(b) Balance Sheet: Strengthen balance sheet by reducing net debt, manage debt ratios and debt obligations |
15% | 7.5% |
|
3. PORTFOLIO MANAGEMENT: Manage existing assets (in particular equity book and high-value restructuring assets ("HRA")) and progress on other assets |
25% | 10% |
|
4. ESG: (a) Publication of annual ESG report (b) Ongoing ESG engagement and maintaining ESG Rating |
20% | 30% |
|
|
100% | 102.5% |
The HR Committee also assessed the Executive Chair and the President and Chief Executive Officer's performance for 2021 and determined the respective achievements at 102.5% in keeping with the "team approach" philosophy of the Corporation.
The annual incentive award received by Messrs. Roosen, Lodder and Lessard in their capacity as Chair and Chief Executive Officer, President and Chief Operating Officer of Osisko Development, was solely determined by the board of directors and human resources committee of Osisko Development. Compensation under the short-term incentive program is discussed in the ODV Circular dated March 24, 2022.
The Board reviewed and discussed the recommendation of the HR Committee for the OR Named Executives, including for the Executive Chair and the President and Chief Executive Officer and approved the following payment of the annual incentive award to the OR Named Executives, for the financial year ended December 31, 2021, which payment takes into account the individual performance factor recommended by the HR Committee:
| Named Executives | Value of the 2021 Annual Incentive Award ($) |
Value of the 2020 Annual Incentive Award(1) ($) |
| Sean Roosen, Executive Chair of the Board | 410,000 | 822,649 |
| Sandeep Singh, President and Chief Executive Officer | 615,000 | 723,000 |
| Frédéric Ruel, Chief Financial Officer and Vice President, Finance | 281,900 | 325,000 |
| Andre Le Bel, Vice President, Legal Affairs and Corporate Secretary | 283,025 | 340,657 |
NOTE:
(1) Compensation paid in 2020 for all OR Named Executives was determined by the HR Committee of the Corporation.
OBL:
Given the size of OBL, it does not have a human resource committee; all matters relating to the company are managed by the OBL board of directors. The board of directors of OBL approves the corporate objectives and monitors and assesses the achievement thereof through the year and at year-end. Such objectives include the following metrics: growth, portfolio management, corporate and operational efficiency, corporate responsibility and return on equity.
For 2021, the OBL board of directors concluded, after assessment of achievements made by the company, that such objective had been achieved at a rate of 105%. The OBL board of directors approved the following payment of the annual incentive award to the OBL Named Executive, for the financial year ended December 31, 2021:
|
Named Executives |
Value of the 2021 Annual ($) |
Value of the 2020 |
|
Michael Spencer, Managing Director |
205,574 |
247,395 |
Osisko Development:
The 2021 short-term objectives of Osisko Development were approved by the board of directors upon recommendation of the human resource committee. Such objectives included financial, project development and ESG-related performance metrics. The annual incentive could result in payment ranging from 0% to a maximum of 200%, depending on the assessment of the achievement of approved objectives by the management team of Osisko Development. The human resource committee monitored the progress made by management toward achieving said objectives. The human resource committee reviewed achievements against Osisko Development's objectives, discussed with management and thereafter, the human resource committee met in camera to discuss and consider the payout under the short-term incentive program.
The human resource committee provided its recommendation to the board of directors and determined that Osisko Development had achieved its 2021 short term objectives at a rate of 65% of target (including a 2.5% premium for the COVID-19 related risks).
The board of directors approved the following payment of the annual incentive award to the ODV Named Executives, for the financial year ended December 31, 2021:
|
Named Executives |
Value of the 2021 Annual ($) |
Value of the 2020 |
|
Sean Roosen, Chair and Chief Executive Officer of Osisko Development |
341,250 |
822,649 |
|
Luc Lessard, Chief Operating Officer of Osisko Development |
233,450 |
421,770 |
|
Chris Lodder, President of Osisko Development |
276,250 |
422,472 |
NOTE:
(1) Compensation paid in 2020 for all ODV Named Executives was determined by the HR Committee of the Corporation as Osisko Development was formed in November 25, 2020 and had not approved any corporate objective. The 2020 compensation shown in the table reflect the fact that all ODV Named Executives were actually employed and paid by the corporation up to December 31, 2020.
Long-term Incentive Compensation
Osisko and OBL:
The Corporation's long-term compensation program ensures the alignment of the OR Named Executives and the OBL Named Executive with Shareholders and other stakeholders in the value creation process. The long-term incentive compensation provides an effective retention measure for key senior executives. The establishment of a balance between short and long-term incentive compensation is essential for the Corporation's sustained performance, including its ability to attract, motivate and retain a pool of talented executives in a very competitive employment market. To achieve this balance and to complement the existing Stock Option Plan, the Corporation adopted an Employee Share Purchase Plan and a RSU Plan.
The targeted quantum of the long-term component of the OR Named Executives' and OBL Named Executive compensation as a percentage of their total compensation is identified below, however such percentage remains subject to a review by the HR Committee and, as applicable, the board of directors of OBL:
|
Named Executives |
Targeted Percentage of the long-term component of |
|
Executive Chair |
60 |
|
President and Chief Executive Officer |
58 |
|
Chief Financial Officer and Vice President, Finance |
52 |
|
Vice President, Legal Affairs and Corporate Secretary |
53 |
|
Managing Director, OBL |
50 |
The Stock Option Plan, the Employee Share Purchase Plan, the RSU Plan and the DSU Plan are hereinafter collectively referred to as "Osisko's Long-Term Incentive Plans".
The HR Committee manages Osisko's Long-Term Incentive Plans with full authority. The HR Committee considers ad hoc and annual grants of options, RSUs and DSUs based on recommendations made by the Executive Chair of the Board and the President and Chief Executive Officer from time to time, for participants other than themselves. The HR Committee, in turn, considers such recommendations and, as appropriate, makes recommendations to the Board of Directors, including any awards to the Executive Chair of the Board and the President and Chief Executive Officer. In reviewing Management's recommendation relating to grants under the Long-Term Incentive Plans, the HR Committee and the Board of Directors may take into account past grants, in consideration for assuming an executive role. In the case of grants to the OBL Named Executive, the HR Committee and the Board of Directors act on the recommendation for the OBL board of directors.
Options
In 2020, the Shareholders of the Corporation re-confirmed the Stock Option Plan, which was initially approved in 2014, allowing for the grant of options to officers and employees of the Corporation and its subsidiaries, designated by the Board of Directors, at its entire discretion, to align their interest to those of Shareholders.
Options are granted by the Board of Directors based on recommendations made by the Executive Chair of the Board and the President and Chief Executive Officer from time to time (and, in the case of grants to the OBL Named Executive, on the recommendation of the OBL board of directors), except in respect of grants to themselves. The total number of options issued over the past years to an employee may be taken into consideration but does not have a material impact on the number of options to be granted to said employee, except for same year grants, if any. For 2021, except for Mr. Roosen who is the Chair and Chief Executive of Osisko Development (and is accordingly paid by Osisko Development for these duties) and Mr. Le Bel who also hold executive positions with Falco Resources Ltd. and Osisko Development (and for which the Corporation charges back his compensation to said companies), no OR Named Executive nor the OBL Named Executive assumed any executive role in any associate company.
Options may be granted at an exercise price determined by the Board but shall not be less than the closing market price of the Common Shares of the Corporation on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 4% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option. The number of Common Shares issued to insiders of the Corporation within one year and issuable to the insiders of the Corporation at any time under the Stock Option Plan or combined with all other share compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares. The duration and the vesting period are determined by the Board. However, the expiry date may not exceed seven years after the date of grant. To date, all grants are set to expire five years after the date of grant, with the exception of the Initial options granted to Mr. Sandeep Singh, as part of his 2019 hiring grant, which have a term of seven (7) years.
The tables below provide additional information on the Stock Option Plan, RSU Plan and DSU Plan for the relevant financial years.
Burn Rate - Options
|
Year |
Options granted |
Weighted average |
Burn Rate(1) |
|
2021 |
763,700 |
167,248,000 |
0.5 |
|
2020 |
1,201,100 |
163,015,000 |
0.7 |
|
2019 |
1,292,200 |
151,041,000 |
0.9 |
NOTE:
(1) Burn Rate: means the total number of options granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.
Overhang - Options
|
Year |
Options Available |
Options |
Total Available and |
Weighted average |
Overhang Ratio(1) |
|
2021 |
4,796,847 |
3,527,833 |
8,324,680 |
167,248,000 |
5.0 |
|
2020 |
4,612,299 |
3,745,968 |
8,358,267 |
163,015,000 |
5.1 |
|
2019 |
4,006,350 |
3,867,566 |
7,873,916 |
151,041,000 |
5.2 |
NOTE:
(1) Overhang: means the number of options available to be granted, plus the number of options granted but not exercised divided by the weighted average of the number of Common Shares for the applicable fiscal year.
Burn Rate - RSUs
|
Year |
RSUs granted |
Weighted average |
Burn Rate(1) |
|
2021 |
293,610 |
167,248,000 |
0.2 |
|
2020 |
504,560 |
163,015,000 |
0.3 |
|
2019 |
592,300 |
151,041,000 |
0.4 |
NOTE:
(1) Burn Rate: means the total number of RSUs granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.
Burn Rate - DSUs
|
Year |
DSUs granted |
Weighted average |
Burn Rate(1) |
|
2021 |
64,720 |
167,248,000 |
0.0 |
|
2020 |
97,995 |
163,015,000 |
0.1 |
|
2019 |
66,000 |
151,041,000 |
0.0 |
NOTE:
(1) Burn Rate: means the total number of DSUs granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.
The terms and conditions of the Stock Option Plan are more specifically addressed under the heading "Security-Based Compensation Arrangements" below.
Restricted Share Units (RSUs)
The purpose of the RSU Plan is to assist the Corporation in attracting and retaining individuals with experience and ability, to allow certain employees of the Corporation and its subsidiaries designated at the HR Committee's discretion, to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the employees designated under this RSU Plan and those of Shareholders.
The vesting of half of each annual RSU grant are subject to performance criteria unless otherwise determined by the HR Committee, all annual RSU grants are subject to the following vesting terms: one half (1/2) is time-based and will vest on the third anniversary of such grant; the remaining portion (1/2) will also vest on the third anniversary of such grant but is subject to performance criteria approved by the HR Committee and the Board of Directors (or, in the case of the OBL Named Executive, by the OBL board of directors). For greater certainty, settlement of performance based RSUs granted as part of the annual long-term incentive compensation does not represent a guaranteed compensation item for the OR Named Executives or the OBL Named Executive as the determination of the performance relating to such RSU grant remains the sole prerogative of the Board of Directors (or the OBL board of directors, as applicable). It should be noted that, as part of his 2019 hiring terms, Mr. Singh was granted 225,000 Initial RSUs, including 75,000 RSUs the vesting of which was subject to the acquisition of 75,000 Common Shares of the Corporation; such RSUs have vested on January 14, 2020. The balance of 150,000 Initial RSUs, vests in three equal tranches over three years; the second tranche vested on December 31, 2021 and the final tranche will vest on December 31, 2022.
The HR Committee believes that performance criteria attached to part of the annual RSU grant improves the alignment of RSU recipients with those of Shareholders of the Corporation and promotes sustainable growth and value creation and the achievement of key long-term corporate objectives. The HR Committee monitors the achievement of these performance criteria on a regular basis.
Whenever dividends are paid in Common Shares, additional RSUs are automatically granted to each participant who holds RSUs on the record date for such dividend. Following the vesting date, RSUs are settled, at the discretion of the Corporation, in Common Shares, in cash (in which case for an amount equivalent to the product of the number of vested RSUs multiplied by the closing price of a Common Share on the TSX on the day prior to the payment date) or a combination of both Common Shares and cash, less applicable withholdings.
The HR Committee may, at its entire discretion, accelerate the terms of vesting of any outstanding RSU in circumstances it deems appropriate. In the event of a change of control as defined in the RSU Plan, all RSUs outstanding on the change of control date become immediately vested, irrespective of performance conditions, if any.
Unless otherwise determined by the Board of Directors (or, in the case of the OBL Named Executive, by the OBL board of directors), in the event a participant resigns or is terminated by the Corporation (or OBL, as applicable) for cause, all outstanding RSUs are cancelled. As for those participants who cease to be an employee as a result of death, termination without cause, retirement or long-term disability, the vesting of:
- the time-based component portion of each RSU grant will be prorated based on the sum of the number of days during which certain benefits of employment are contractually maintained and those actually worked from the date of grant of such RSUs up until the date of termination without cause, over the number of days of the original vesting schedule in relation to such grant; and
- all performance based RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs up until the date of termination without cause, over the original vesting schedule in relation to such grant; the number of vested performance based RSUs resulting from such prorated calculation is multiplied by the performance percentage to be determined by the Board of Directors.
The value of RSU grants are based on recommendations made by the Executive Chair of the Board and the President and Chief Executive Officer (or, in the case of the OBL Named Executive, by the OBL board of directors), except in respect of grants to themselves, and the closing price of a Common Share on the TSX on the day prior to the grant date.
In connection with the 2018 grant of RSUs, the 3-year performance long-term objectives (the "2018 Long-Term Objectives") approved by the HR Committee included production growth, performance criteria and strategic metrics.
The HR Committee has been monitoring the achievement of the 2018 Long-Term Objectives for the last three years and in May 2021 assessed performance against said objectives. To this end, Management presented to the HR Committee its assessment of the Corporation's achievements pursuant to the 2018 Long-Term Objectives as follows:
(i) Increase in net asset value per share
Management outperformed the performance target that was approved. The actual increase over the period exceeded the target by approximately 100% (using normalized commodity prices). This objective was met.
(ii) Increase revenues to equivalent of 184,000 ounces of gold
The Corporation gold equivalent ounces ("GEO") earned remained relatively flat from 80,553 GEOS in 2018, to 78,006 GEOs in 2019, and 67,867 GEOS in 2020 (due to COVID-19 related stoppages in production). This objective was not met.
(iii) Increase operating cash flow to $218 million annually
The Corporation's operating cash flow increased from $82.2 million in 2018 to approximately $155 million at the time of assessment (representing approximately 70% of the objective), which reflects the annualized average of the last quarters (post COVID-19 interruptions) and the 2021 budget expectations. This objective was partially met.
(iv) Enhance/realize investment portfolio by 20% and develop accelerator business
As part of this approved criteria, the Corporation continued to invest and mature the accelerator investment model. Most of the royalty and stream investments generated from the Corporation's accelerator business model have a high-implied return. The portfolio of equity investments generated realized and unrealized gains of $101 million, representing a 21% increase in value. This objective was met.
(v) Provide superior returns to Gold Index and Peers
During the period encompassed between June 30, 2018 and March 31, 2021, the share price of the Corporation increased by 11% while the TSX gold index and our peer index increased by 43% and 55% respectively. This objective was not met.
(vi) Maintain sound financial position
The Corporation maintained strong financial flexibility over the reference period to pursue its growth strategy. In November 2020, the Corporation spun out Osisko Development to focus on the Cariboo gold project, which in turn was able to raise over $250 million to advance its assets.
The Corporation swapped a number of equity positions for Common Shares of the Corporation held Orion Resource Partners, since 2017. Such Common Shares were subsequently cancelled.
In September 2019, the Corporation increased its credit facility by $50 million, with an additional uncommitted accordion of up to $100 million.
The Corporation concluded a private placement of $85 million with Investissement Québec ("IQ") in April 2020, during the initial phase of the COVID-19 pandemic and repaid the $50 million convertible debenture with IQ using the credit facility at a lower interest rate.
This objective was met.
(vii) Leadership in sustainability
The Corporation continued to participate in an advocacy role for the mining industry through representation in various associations (Association de l'Exploration Minière du Québec, Association Minière du Québec), Fédération des chambres de commerce du Québec.
The Corporation implemented an ESG Committee at the Board level and released its inaugural ESG report in 2021. In March 2021, the Corporation joined the UN Global Impact and invested in and partnered with Carbon Streaming Corporation, a company focused on acquiring streams that offer other environmental co-benefits and benefits for Communities in order to provide its investors with high quality and diversified portfolio of carbon credits for exposure to long-term price appreciation.
The Corporation continues to maintain an open dialogue with host communities and governments in order to ensure success of mining enterprises. It also participated in Québec's Plan Nord initiatives and to the Fonds Restor-Action Nunavik.
The Corporation supports various charities and community organizations including the Canadian Mineral Education Industry Foundation, and assumed leadership of the foundation and administrative services. For the last three years, approximately 250 of scholarships were awarded.
This objective was met.
Assessment of 2018 Long-Term Objectives by the Committee
The 2018 Long-Term Objectives were approved by the Board of Directors in 2018, upon recommendation of the HR Committee. The HR Committee regularly monitored the progress made by Management toward achieving said long-term objectives. As part of its duties and responsibilities and in conjunction with the end of period assessment, the HR Committee reviewed and discussed with Management the assessment of achievements against the Corporation's 2018 Long-Term Objectives. Following such review and taking into account Management's self-assessment, the HR Committee recommended an achievement score of 75% of target. This included a calculated result of 67% of target, which was increased to 75% of target to reflect additional challenges faced, and overcome, by Management relating to the COVID-19 pandemic.
Upon recommendation of the HR Committee, the Board of Directors deliberated and concurred with the HR Committee and approved the assessment of the 2018 Long-term Objectives at 75% as evidenced below. These RSUs were settled in Common Shares of the Corporation. The portion of the RSUs that is time based (representing 50% of the 2018 grant) is paid in full upon vesting. All RSUs are paid in Common Shares of the Corporation taking into account the applicable tax withholdings so that the Corporation issues only such number of Common Shares the value of which equals the net amount to be received by the Named Executives.
|
2018 - 2021 RSU OBJECTIVES |
ALLOCATION (%) |
ACHIEVEMENT (%) |
|
Increase net asset value/share |
20.00 |
20.00 |
|
Increase revenues to equivalent of 184,000 ounces of gold |
20.00 |
0.00 |
|
Increase operating cash flow to $218 million annually |
10.00 |
7.00 |
|
Enhance/realize investment/exploration portfolio by 20% and develop accelerator business |
20.00 |
20.00 |
|
Provide superior return to Gold Index and peers |
10.00 |
0.00 |
|
Maintain sound financial position |
10.00 |
10.00 |
|
Leadership in sustainability |
10.00 |
10.00 |
|
adjustment for achievements during pandemic |
|
8% |
|
TOTAL: |
100.00 |
75.00 |
Based on the foregoing, the Board (and, in the case of the OBL Named Executive, the OBL board of directors) approved the following payment in connection with the 2018 Long-Term Incentive Award to the Named Executives. These RSUs were settled in Common Shares at the settlement date based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the settlement date. The Board met on May 11, 2021 to determine the payout of the performance-based RSUs; all RSU vested on May 14, 2021 and, accordingly, as per the terms of the RSU Plan, these RSUs were settled in Common Shares of the Corporation, taking into account mandatory withholdings, at a price of $16.10 per RSU, being the closing market price of the Common Shares of the Corporation traded on the TSX on May 13, 2021, being a business day prior to the vesting/settlement date.
|
Named Executives |
Number of RSUs |
Total payout under |
Number of Common |
|
Sean Roosen |
101,605 |
1,431,387 |
41,314 |
|
Sandeep Singh(4) |
n/a |
n/a |
n/a |
|
Frédéric Ruel |
22,289 |
314,014 |
9,063 |
|
Andre Le Bel |
34,533 |
486,510 |
14,042 |
|
Michael Spencer |
16,951 |
238,827 |
14,834 |
|
Chris Lodder(5) |
n/a |
n/a |
n/a |
|
Luc Lessard(6) |
30,241 |
426,054 |
12,297 |
NOTES:
(1) Adjusted to take into account dividends paid since the grant as per the terms of the RSU Plan.
(2) Represents the total gross value of the payout of the 2018 Long-Term Incentive Award.
(3) Represents the number of Common Shares issued taking into account the net value of the payout of the 2018 Long-Term Incentive Award for each Named Executive after applicable withholdings and dividing such value by the value of the Common Shares as of the settlement date.
(4) At the time of the award, Mr. Sandeep Singh was not an executive officer of the Corporation.
(5) At the time of the award, Mr. Chris Lodder was an executive officer of Barkerville Gold Mines Ltd. ("Barkerville"), which was at the time publicly held.
(6) Mr. Luc Lessard received RSUs as an executive officer of the Corporation at the time and kept such RSUs when he transferred to Osisko Development.
The terms and conditions of the RSU Plan are more specifically addressed under the heading "Security-Based Compensation Arrangements" below.
Osisko Development:
Osisko Development's long-term compensation program also includes options and restricted share units to ensure the alignment of the ODV Named Executives with shareholders and other stakeholders of Osisko Development in the value creation process. The long-term incentive compensation of Osisko Development provides similar benefits to Osisko development as those of the Corporation do for Osisko.
The targeted quantum of the long-term component of the ODV Named Executives' compensation as a percentage of their total compensation is identified below, however such percentage remains subject to a review by the human resource committee of Osisko Development:
|
Named Executives |
Targeted Percentage of the long-term component of |
|
Chair and Chief Executive Officer of Osisko Development |
60 |
|
President Osisko Development |
53 |
|
Chief Operating Officer of Osisko Development |
56 |
The stock option plan and the, employee share purchase plan, the restricted share units plan and the deferred share units plan of Osisko Development are further described in the ODV Circular.
ODV has granted timed-based restricted share units to the ODV Named Executives at the end of 2020 as an initial grant and made its 2021 annual grant of restricted share units. The vesting of half of the 2021 annual restricted share units grant are subject to performance criteria, which have yet to be adopted by the board of directors of Osisko Development. All annual restricted shares units grants are subject to the following vesting terms: one half (1/2) is time-based and will vest on the third anniversary of such grant; the remaining portion (1/2) will also vest on the third anniversary of such grant but is subject to performance criteria approved by the human resource committee and the board of directors of Osisko Development. For greater certainty, settlement of performance based restricted shares units granted as part of the annual long-term incentive compensation does not represent a guaranteed compensation item for the ODV Named Executives as the determination of the performance relating to such restricted shares units grant remains the sole prerogative of the board of directors of Osisko Development.
In addition, as regards those employees that were transferred from Osisko to Osisko Development with effect as of January 1st, 2021, some of these employees held RSUs that had been issued by Osisko. Given that, after their transfer to Osisko Development, these employees had no further direct ties or impact on the performance of Osisko, the board of directors of Osisko Development and the Board of Directors of the Corporation agreed to cancel part of the Osisko RSUs held by such employees and to issue an equivalent value of restricted share units of Osisko Development to said employees in replacement of these cancelled Osisko RSUs. Such replacement restricted share units of Osisko Development issued to said employees were time-based only and their vesting schedule was kept the same as the vesting schedule of the original Osisko RSUs.
Accordingly, the following ODV Named Executives were issued the following number of restricted shares units of Osisko Development in replacement for cancelled Osisko RSUs:
|
Name of restricted share units |
Title in Osisko Development |
Number of |
|
Chris Lodder |
President |
123,810 |
|
Luc Lessard |
Chief Operating Officer |
151,810 |
Such one-time grant by Osisko Development was made in replacement of one or more RSU grant made by Osisko and should not be considered as additional compensation paid by Osisko Development to Messrs. Lessard and Lodder.
No restricted share units issued by Osisko Development to date have vested.
Deferred Share Units (DSUs)
The DSU Plan has been established to enhance the Corporation's ability to attract and retain talented individuals to serve as members of the Board of the Corporation and its subsidiaries and to promote for greater alignment of interests between such persons and the Shareholders of the Corporation.
Pursuant to the DSU Plan, the Board of Directors may designate, from time to time and at its sole discretion, the non-executive directors of the Board or of the board of directors of a subsidiary to become participants of the DSU Plan.
In order to further improve alignment of interests between directors and Shareholders, the Board of Directors can determine the vesting of any DSU so granted. In principle, all DSUs granted to non-executive directors shall vest on the day prior to the next annual meeting of Shareholders following such grant however, if the next annual meeting is to be held in less than 6 months from the date of grant, the Board will usually postpone the vesting of such DSU to the day prior to the annual meeting of Shareholders following the next annual meeting of Shareholders.
Vested DSUs become payable no later than the last business day in December of the first calendar year commencing after the termination of their Board mandate. Vested DSUs are settled at the settlement date, at the Corporation's discretion, in Common Shares, in cash (for an amount equivalent to the product of the number of vested DSUs multiplied by the closing price of a Common Share on the TSX on the day prior to the payment date) or in a combination of cash and Common Shares, in each case, less applicable withholdings.
For U.S. based Directors, vested DSUs become payable during the year after the termination of their Board mandate or the next subsequent year, as determined by them at the time of the respective grant, but no later than the last business day in December of the first calendar year commencing after the termination of their mandate.
DSUs may only be awarded to non-executive directors.
The Board approved amendments to the DSU Plan on April 1st, 2022. The amendments to the DSU Plan are further discussed under the heading "APPROVAL OF AMENDMENTS TO THE DEFERRED SHARE UNIT PLAN AND APPROVAL OF THE UNALLOCATED RIGHTS AND ENTITLEMENTS UNDER THE PLAN".
Employee Share Purchase Plan
In 2015, the Board of Directors of the Corporation approved an employee share purchase plan to encourage eligible employees ("Eligible Employees") to hold, on a permanent basis, Common Shares. Under the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employee's contribution then held in trust by the Corporation. The Eligible Employee's contribution shall be of a minimum of $100 monthly but shall not exceed in any event 10% (unless otherwise provided by the committee authorized to oversee the Employee Share Purchase Plan) of the Eligible Employee's basic annual remuneration (exclusive of any overtime pay, bonuses or allowances of any kind whatsoever) before deduction and shall be subject to a maximum contribution of $1,250 per month. The terms and conditions of the Employee Share Purchase Plan are more specifically addressed under the heading "Security-Based Compensation Arrangements" below.
Benefits
The Corporation's executive officers benefit program includes life, medical, dental and disability insurance, outplacement services (in case of termination without cause, including as a result of a change of control) and other benefits. Such benefits are designed to be competitive with other comparable Canadian enterprises.
Hedging
The Securities Trading Policy of the Corporation forbids directors and officers from using any strategy relating to or to use derivative instruments in respect of securities of the Corporation, including purchasing financial instruments that are designed to hedge or offset a decrease in market value of the securities of the Corporation.
PERFORMANCE GRAPH
The following graph compares the total cumulative Shareholder return for $100 invested in the Corporation's Common Shares on January 1st, 2017 with the cumulative total return of the S&P/TSX Composite Index (formerly TSE-300 Index) for the five most recently completed financial years. It also presents the grant value and actual value of the compensation of the Chief Executive Officer of the Corporation for the same period.
LEGEND
Grant Value: refers to total compensation of the President and Chief Executive Officer.
Actual Value: refers to total compensation of the President and Chief Executive Officer, adjusted for the actual payout amount of the share-based awards and realized amount of the option-based awards when applicable or the fair value based on the closing price of the Common Shares on the TSX on December 31, 2021, being $15.48, when not yet realized.
| Osisko Gold Royalties Ltd | S&P/TSX Composite Index | |
| December 31, 2017 | $100.00 | $100.00 |
| December 31, 2018 | $83.48 | $88.36 |
| December 31, 2019 | $89.35 | $105.27 |
| December 31, 2020 | $114.95 | $107.55 |
| December 31, 2021 | $111.96 | $130.93 |
Over a five-year period the share price of the Corporation has at times both exceeded and trailed the S&P/TSX Composite Index. The trend in compensation of the Chief Executive Officer has generally been consistent with share price performance over this period.
From 2017 to 2020 inclusively, the graph illustrates the compensation received by Mr. Sean Roosen as Chief Executive Officer of the Corporation. For 2021, the graph illustrates the compensation received by Mr. Sandeep Singh further to his appointment as President and Chief Executive Officer of the Corporation in November 2020.
CHIEF EXECUTIVE OFFICER COMPENSATION LOOKBACK
The table below sets forth the total compensation awarded to the individual acting as Chief Executive Officer of the Corporation for the following three years from all compensation components:
| Year | Base Salary ($) |
Value of Share- Based Awards ($) |
Value of Option- Based Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Total Compensation ($) |
| 2021(1) | 600,000 | 999,000 | 660,000 | 615,000 | 2,874,000 |
| 2020(2) | 682,689 | 690,100 | 395,900 | 832,649 | 2,601,338 |
| 2019(2) | 535,438 | 896,900 | 571,170 | 502,600 | 2,506,108 |
NOTES:
(1) Refers to the compensation of Mr. Sandeep Singh as President and Chief Executive Officer of the Corporation.
(2) Refers to the compensation of Mr. Sean Roosen as Chief Executive Officer for the years 2019 and 2020.
The following table compares the total direct compensation awarded to the President and Chief Executive Officer to the actual value he received over the last three years compared to shareholder return over the same period. Actual compensation includes base salary, actual annual incentive plan award, value of vested RSUs at payout or value of RSUs outstanding at December 31, 2021 and value of options upon exercise or value of in-the-money options outstanding at December 31, 2021.
|
|
|
|
Value of $100 |
||
|
Year |
Total Direct |
Actual Total Direct |
Period |
CEO |
Shareholder |
|
2021(3) |
2,874,000 |
2,954,368 |
2021-01-01 to 2021-12-31 |
$103 |
$96 |
|
2020(4) |
2,601,338 |
2,524,186 |
2020-01-01 to 2021-12-31 |
$97 |
$123 |
|
2019(4) |
2,506,108 |
2,365,620 |
2019-01-01 to 2021-12-31 |
$94 |
$129 |
|
Average 2019 - 2021: |
$98 |
$116 |
|||
NOTES:
(1) These amounts include the base salary, actual bonus paid and long-term incentive plan value at time of grant (RSUs and options).
(2) These amounts include the base salary, actual bonus paid, value of unvested RSUs at payout and value of exercised options (using the exercise price) and in-the-money options, at the closing price on the TSX on December 31, 2021, being $15.48.
(3) Refers to the compensation of Mr. Sandeep Singh as President and Chief Executive Officer of the Corporation.
(4) Refers to the compensation of Mr. Sean Roosen as Chief Executive Officer for the years 2019 and 2020.
CHIEF EXECUTIVE OFFICER SECURITIES OWNERSHIP AND VALUE AT RISK
The table below shows the total value of vested and unvested Osisko securities owned by the President and Chief Executive Officer as at December 31, 2021.
|
|
Number of Securities |
Value of Securities(1) |
|
Vested Securities: |
||
|
Common Shares |
166,149 |
2,571,986 |
|
Options |
208,133 |
512,103 |
|
RSUs |
- |
- |
|
Unvested Securities: |
|
|
|
Options |
479,267 |
1,199,349 |
|
RSUs |
228,400 |
3,535,632 |
|
Total Value at Risk: |
7,819,070 |
|
NOTE:
(1) The value of Common Shares and RSUs is based on the closing price on the TSX on December 31, 2021, being $15.48 and the value of vested and unvested options is based on the difference between the closing price on the TSX on December 31, 2021, being $15.48, and the exercise price of the options, multiplied by the number of options vested and unvested.
Mr. Singh's value at risk totals $7,819,071, which represents 13.0 times his base salary.
EXECUTIVE COMPENSATION
The following table sets forth, to the extent required by applicable securities legislation, all annual and long-term compensation assumed by the Corporation (net of any amount received or back charges from any associate companies) for services in all capacities to the Corporation for the three most recent completed financial years in respect of Named Executives.
Summary Compensation Table
|
FOR THE FOLLOWING OR AND OBL NAMED EXECUTIVES, THE COMPENSATION HEREIN WAS ASSUMED AT 100% |
|||||||||||||
|
Name and Principal |
Year |
Salary |
Share-Based |
Option-Based |
Non-Equity Incentive Plan |
Pension |
All Other |
Total |
|||||
|
Annual |
Long-Term |
||||||||||||
|
Sean Roosen(4) |
2021 |
400,000 |
729,000 |
480,000 |
410,000 |
– |
– |
– |
2,019,000 |
||||
|
2020 |
682,689 |
690,100 |
395,900 |
822,649 |
– |
– |
10,000 |
2,601,338 |
|||||
|
2019 |
535,438 |
896,900 |
571,170 |
502,600 |
– |
– |
– |
2,506,108 |
|||||
|
Sandeep Singh(4) |
2021 |
600,000 |
999,000 |
660,000 |
615,000 |
– |
– |
– |
2,874,000 |
||||
|
2020 |
600,000 |
1,361,910 |
903,440 |
723,000 |
– |
– |
10,000 |
3,598,350 |
|||||
|
2019(5) |
– |
2,857,500 |
880,793 |
– |
– |
– |
– |
3,738,293 |
|||||
|
Frédéric Ruel |
2021 |
275,000 |
462,100 |
235,400 |
281,900 |
– |
– |
– |
1,254,400 |
||||
|
2020 |
269,676 |
362,100 |
235,400 |
325,000 |
– |
– |
10,000 |
1,202,176 |
|||||
|
2019 |
236,000 |
292,200 |
188,800 |
165,200 |
– |
– |
– |
882,200 |
|||||
|
André Le Bel(6) |
2021 |
217,725 |
547,840 |
262,084 |
283,025 |
– |
– |
– |
1,310,674 |
||||
|
2020 |
218,732 |
447,840 |
253,267 |
340,657 |
– |
– |
10,000 |
1,270,496 |
|||||
|
2019 |
218,732 |
447,840 |
292,560 |
180,057 |
– |
– |
– |
1,139,189 |
|||||
|
Michael Spencer(7), Managing Director of OBL |
2021 |
200,560 |
243,600 |
162,400 |
205,574 |
|
|
260,818(7) |
1,072,952 |
||||
|
2020 |
205,325 |
225,730 |
150,490 |
247,395 |
|
|
283,816(7) |
1,112,756 |
|||||
|
2019 |
192,002 |
225,730 |
150,490 |
134,349 |
|
|
256,344(7) |
958,915 |
|||||
NOTES:
(1) As per the terms of the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employee's contribution up to a maximum contribution of $9,000 per year. The Corporation's contributed amount to the Employee Share Purchase Plan is included in the value of the share-based awards column, as applicable.
(2) Pursuant to the RSU Plan of the Corporation, RSUs were awarded on March 1, 2021, subject to the vesting terms, which consist of the following terms: one half (1/2) is time-based and vesting in 2024, while the remaining portion (1/2) will also vest in 2024, subject to performance criteria toward achievement of the 2021 Long-Term Objectives over a three-year period. The unit grant price on such date was $12.70. Notwithstanding the foregoing, Messrs. Le Bel and Ruel received an additional grant of time-based RSUs having a value of $100,000 at the time of the grant and such RSUs vested and were paid in Common Shares on December 1, 2021.
(3) Both the grant date fair value and accounting fair value for option-based awards are calculated using the Black-Scholes option pricing model. Specifically, a Black-Scholes option pricing model was used with the following assumptions determined on the date of grant:
|
Grant Date |
Risk Free Interest |
Expected Average |
Expected Volatility |
Expected Dividend |
Fair Value |
|
June 25, 2021 |
0.85% |
4 years |
39% |
1.5% |
$4.772 |
|
March 1, 2021 |
0.70% |
4 years |
40% |
1.6% |
$3.511 |
|
May 15, 2020 |
0.32% |
4 years |
39% |
1.5% |
$3.622 |
|
December 31, 2019 |
1.66% |
5 years |
34% |
1.6% |
$3.523 |
|
May 3, 2019 |
1.62% |
4 years |
34% |
1.5% |
$3.444 |
|
May 7, 2018 |
2.09% |
4 years |
35% |
1.5% |
$3.466 |
|
June 7, 2017 |
0.87% |
4 years |
38% |
1.0% |
$4.710 |
However, the share-based compensation expense included in the Corporation's financial statements are accounted for based on vesting terms reflecting the fair value amortized for the period in accordance with International Financial Reporting Standards requirements. As part of his 2019 hiring terms, Mr. Singh was granted 250,000 Initial options of the Corporation vesting in four equal tranches of 25% over a period of 4 years and having a term of 7 years.
(4) On November 25, 2020 Mr. Roosen was appointed as Executive Chair and Mr. Singh as President and Chief Executive Officer of the Corporation.
(5) In addition, Mr. Singh's employment term, the Board took into consideration the period between December 31, 2019 and the date of the grant of the long-term incentive in the 2020 annual grant; accordingly, the value of his annual grant of share-based award was increased by a value of $365,160 and the value of his option based award was increased by a value of $243,440.
(6) While Mr. André Le Bel's base salary is $318,000, a portion of his salary is charged back by the Corporation to Falco Resources Ltd., an associate company, for his services as an executive. Accordingly, the amounts shown under the columns "Salary" and "Option-Based Awards" denote the actual amounts assumed by the Corporation in this respect.
(7) As Mr. Spencer's cash compensation is in U.S. dollar, his compensation was converted in Canadian dollars using the average foreign exchange rate for each applicable year (2021: 1.2535, 2020: 1.3415 and 2019: 1.3269).
(8) Amounts under all other compensation reflect the COL Subsidy.
|
FOR THE FOLLOWING ODV NAMED EXECUTIVES, THE 2021 COMPENSATION WAS ASSUMED AT 100% |
||||||||||
|
Name and Principal |
Year |
Salary |
Share-Based |
Option-Based |
Non-Equity Incentive Plan |
Pension |
All Other |
Total |
||
|
Annual |
Long-Term |
|||||||||
|
Sean Roosen |
2021 |
525,000 |
945,000 |
630,000 |
341,250 |
– |
– |
– |
2,441,250 |
|
|
2020(1)(2) |
35,311 |
– |
973,700 |
42,551 |
– |
– |
– |
1,051,562 |
||
|
2019(3) |
535,438 |
896,900 |
571,170 |
502,600 |
– |
– |
– |
2,506,108 |
||
|
Luc Lessard |
2021 |
313,000 |
769,500 |
265,056 |
233,450 |
– |
– |
– |
1,581,006 |
|
|
2020(1)(2) |
264,180 |
778,500 |
273,312 |
421,770 |
– |
– |
10,000 |
1,747,762 |
||
|
2019(1) |
93,000 |
778,500 |
409,644 |
159,100 |
– |
– |
– |
1,440,244 |
||
|
Chris Lodder |
2021 |
425,000 |
586,500(4) |
391,000 |
276,250 |
– |
– |
– |
1,678,750 |
|
|
2020(1)(2) |
425,000 |
1,100,000 |
656,688 |
468,560 |
– |
– |
– |
2,650,228 |
||
|
2019(5) |
425,000 |
261,000 |
24,900 |
297,500 |
– |
– |
– |
1,008,400 |
||
NOTES:
(1) As part of a reverse takeover bid transaction (the "RTO Transaction"), Osisko Development was launched on November 25, 2020. Therefore, over 90% of the compensation of Messrs. Sean Roosen, Luc Lessard and Christ Lodder was assumed by the Corporation in 2020 as they were executives of the Corporation. For 2019, the compensation of Messrs. Roosen and Lessard was assumed at 100% by the Corporation.
(2) In December 2020, the ODV Named Executives received a one-time grant of stock options in connection with the completion of the RTO Transaction.
(3) Mr. Roosen's 2019 compensation was paid by the Corporation as Chair of the Board and Chief Executive Officer. Osisko Development was formed in November 2020 as part of the RTO transaction. This compensation is also reflected in the OR Named Executives' Summary Compensation table referred above.
(4) On June 1st, 2021, Mr. Chris Lodder and Mr. Luc Lessard received replacement restricted share units from Osisko Development in the amounts of $902,100 and $1,106,695, respectively. These awards were made in connection with the cancellation of RSUs originally granted to by Osisko Gold, such award constituted a one-time grant that is not part of their regular compensation.
(5) Barkerville was originally acquired by the Corporation as part of a plan of arrangement on November 19, 2019. Prior to such date, Barkerville was a publicly listed company. Therefore, the compensation received in 2019 by Mr. Chris Lodder as President and Chief Executive Officer was paid at over 90% by Barkerville and 10% was assumed by the Corporation.
Total Compensation Assumed by the Corporation
|
Year |
OR Named |
OR Named |
OR Named |
OR Named |
OR Named |
OR Named Executives Total |
|
2021 |
1,733,397 |
2,981,540 |
1,799,884 |
1,835,611 |
180,594 |
8,531,026 |
|
2020 |
2,488,931 |
4,740,450 |
2,231,319 |
3,107,348 |
50,000 |
12,618,048 |
|
2019 |
1,206,170 |
5,485,160 |
2,484,447 |
1,093,057 |
- |
10,268,834 |
The following table shows the total compensation of the OR Named Executives for the relevant years, as well as the total compensation for the OR Named Executives as a percentage of the cash margin and as a percentage of Shareholders' equity. For the most recent five years, the Corporation continued establishing its long-term asset base and it was expected that in the initial years, the ratios would be higher than more established companies. The results demonstrate that, except in 2019 and 2020, where the team grew in conjunction with an acquisition and in connection with the hiring of a new president, the ratios have generally been improving; the decrease in the ratios for 2021 is mainly attributable to the fact that, post spin-out, the compensation of the ODV Named Executives referred to in this Circular is entirely paid by Osisko Development.
|
Year |
Total compensation of Named |
Total compensation of Named |
Total compensation of Named |
|
2021 |
8,531,026 |
4.6 |
0.5 |
|
2020 |
12,618,000 |
8.4 |
0.7 |
|
2019 |
10,269,000 |
7.9 |
0.7 |
|
2018 |
7,035,000 |
5.9 |
0.4 |
|
2017 |
10,424,000 |
9.6 |
0.6 |
NOTES:
(1) Compensation received by ODV Named Executives is not taken into account for 2021 as it is not paid for by the Corporation.
(2) Cash margin reflects revenues less cost of sales (excluding depletion). The 2017 amount is annualized for the assets related to the precious metals portfolio acquired from Orion Resources Partners for $1.1 billion on July 31, 2017.
Outstanding Share-based Awards and Option-based Awards
The table below sets forth a summary of all the Corporation's awards outstanding at the end of the financial year ended December 31, 2021. All values shown in this table were calculated using the closing price of $15.48, which was the closing price of the Common Shares on the TSX on December 31, 2021.
|
Name |
Option-Based Awards |
Share-Based Awards(1) |
||||||
|
Number of |
Option |
Option Expiry |
Value of |
Number of |
Market or |
Market or |
||
|
Sean Roosen(2) |
55,400 |
17.12 |
2026-06-25 |
- |
25,500(4) |
|
- |
|
|
Sandeep Singh |
188,000 |
12.70 |
2026-03-01 |
522,640 |
78,000(4) |
|
|
|
|
Frédéric Ruel(3) |
67,100 |
12.70 |
2026-03-01 |
186,538 |
27,900(4) |
|
|
|
|
André Le Bel(3) |
74,700 |
12.70 |
2026-03-01 |
207,666 |
34,600(4) |
|
|
|
|
Michael Spencer |
46,300 |
12.70 |
2026-03-01 |
128,714 |
19,200(4) |
|
|
|
|
Luc Lessard(2) |
75,500 |
13.50 |
2025-05-15 |
149,490 |
11,972(5) |
|
|
|
|
Chris Lodder(2) |
31,267 |
13.50 |
2025-05-15 |
61,909 |
5,524(5) |
85,512 |
- |
|
|
NOTES: |
||||||||
|
(1) |
Pursuant to the RSU Plan, the vesting terms generally consist of the following terms: half (1/2) is time-based (3 years) and the remaining portion (1/2) is also timed based (3 years) and subject to performance criteria toward achievement of the Long-term objectives. |
|||||||
|
(2) |
The option-based and share-based awards to Messrs. Sean Roosen, Luc Lessard and Chris Lodder in their capacity as named executive officers of Osisko Development, were determined by the board of directors and human resources committee of Osisko Development, which are further discussed in the ODV Circular available under its SEDAR profile at www.sedar.com. |
|||||||
|
(3) |
In 2021, Messrs. Le Bel and Ruel received an additional grant of time-based RSUs having a value of $100,000 at the time of the grant and such RSUs vested and were paid in Common Shares on December 1, 2021. |
|||||||
|
(4) |
Such RSUs to vest in 2024 pursuant to the terms listed in note (1) above. |
|||||||
|
(5) |
Such RSUs to vest in 2023 pursuant to the terms listed in note (1) above. |
|||||||
|
(6) |
Such RSUs to vest in 2022 pursuant to the terms listed in note (1) above. |
|||||||
|
(7) |
The number of unexercised options represent Replacement Osisko options pursuant to a plan of arrangement involving the Corporation and Barkerville, which took effect on November 21, 2019. |
|||||||
Incentive Plan Awards - Value Vested or Earned during the Year
The following table discloses the aggregate dollar value that would have been realized if the options and RSUs under the option-based and share-based awards had been exercised or settled, as applicable, on the vesting date and the aggregate value realized upon vesting of these awards.
|
Name |
Option-Based Awards - |
Share-Based Awards - |
Non-Equity Incentive Plan |
|
|
Sean Roosen |
255,173 |
1,440,675 |
410,000 |
|
|
Sandeep Singh |
434,788 |
800,565 |
615,000 |
|
|
Frédéric Ruel Chief Financial Officer and Vice President, Finance |
163,633 |
447,839 |
281,900 |
|
|
André Le Bel Vice President, Legal Affairs and Corporate Secretary |
206,448 |
620,334 |
283,025 |
|
|
Michael Spencer |
144,650 |
423,291 |
205,574 |
|
|
Luc Lessard(2) |
237,159 |
426,054 |
233,450 |
|
|
Chris Lodder(3) President of Osisko Development |
49,088 |
310,203 |
276,250 |
|
NOTES:
(1) As applicable, this amount includes the value of the Corporation's contribution to the Employee Share Purchase Plan in relation to the participation of each OR Named Executive as well as the value of the RSUs granted in 2018 and which were settled in Common Shares of the Corporation at a price of $16.10 per RSU, being the closing price on the TSX on May 13, 2021. For Messrs. Le Bel and Ruel, this amount also includes the value of the time-based RSUs granted in 2021 and which vested on December 1st, 2021.
(2) Mr. Luc Lessard was an executive officer of the Corporation at the time of the option-based and share-based awards by the Corporation.
(3) Mr. Chris Lodder is President and Chief Executive Officer of Barkerville, which was a wholly-owned subsidiary of the Corporation until its transfer to Osisko Development on November 25, 2020. At the time of the option-based and share-based awards, Mr. Lodder was an executive officer of the Corporation.
Options Exercised during the Year
|
Name |
Number of Options (#) |
Option Exercise Price ($) |
Market Value Upon |
Gain Realized(1) ($) |
|||
|
Chris Lodder |
2,667 |
12.18 |
17.15 |
13,255 |
|||
|
Chris Lodder |
15,633 |
13.50 |
17.17 |
57,373 |
|||
|
Sean Roosen |
127,600 |
13.38 |
14.05 |
85,492 |
|||
|
Sean Roosen |
15,000 |
13.10 |
15.79 |
40,350 |
|||
|
Sean Roosen |
24,270 |
13.10 |
15.00 |
46,113 |
|||
|
Frédéric Ruel |
15,500 |
13.38 |
14.23 |
13,175 |
|||
|
Frédéric Ruel |
10,000 |
13.41 |
16.83 |
34,200 |
|||
|
Frédéric Ruel |
7,000 |
13.41 |
16.71 |
23,100 |
|||
|
Frédéric Ruel |
7,400 |
13.41 |
16.70 |
24,346 |
|||
NOTE:
(1) The gain realized is calculated based on the difference between the closing price upon exercise and the exercise price of the Options, multiplied by the number of options so exercised.
Security-Based Compensation Arrangements
Options granted or securities issued by the Corporation pursuant to the Corporation's security-based compensation arrangements are governed by the following plans: the Employee Share Purchase Plan, DSU Plan, RSU Plan and the Stock Option Plan.
The Employee Share Purchase Plan
The Employee Share Purchase Plan provides for the acquisition of Common Shares by Eligible Employees (as hereinafter defined) for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of employees of the Corporation and its non-public subsidiaries and to secure for the Corporation and the Shareholders of the Corporation the benefits inherent in the ownership of Common Shares by employees of the Corporation and its non-public subsidiaries, it being generally recognized that employees are more motivated and dedicated due to the opportunity offered to them to acquire a proprietary interest in the Corporation.
The Stock Option Plan
The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging the officers, managers, employees and consultants of the Corporation and its subsidiaries to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries.
The RSU Plan
The purpose of the RSU Plan is to assist the Corporation and its subsidiaries in attracting and retaining individuals with experience and ability, to allow certain employees of the Corporation and its subsidiaries to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the employees designated under this RSU Plan and the Shareholders of the Corporation.
The DSU Plan
The purpose of the DSU Plan is to assist the Corporation and its subsidiaries in attracting and retaining individuals with experience and ability, to allow directors of the Corporation and its subsidiaries to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the directors designated under this DSU Plan and the Shareholders of the Corporation.
ELIGIBILITY
Who is eligible to participate?
The Employee Share Purchase Plan
Participants in the Employee Share Purchase Plan are employees, including full-time and part-time salaried employees who have an employment agreement for a term of at least one year with the Corporation or with any associates of the Corporation designated by the Board of Directors of the Corporation or by the committee of the Board of Directors authorized to oversee the Employee Share Purchase Plan (the "Designated Affiliates"), who have provided services to the Corporation or to any Designated Affiliates for at least 60 days. The HR Committee may elect, in its absolute discretion, to waive such 60-day period or to determine that the Employee Share Purchase Plan does not apply to any Eligible Employee.
The Stock Option Plan
Pursuant to the Stock Option Plan, options may be granted in favour of executive directors, officers, employees and consultants providing ongoing services to the Corporation and its subsidiaries. Non-executive directors are not eligible to receive options. The Replacement Osisko Options, which were originally offered to Barkerville option holders, are not part of the Osisko Stock Option Plan.
The DSU Plan
Pursuant to the DSU Plan a non-executive director of the Board of Directors of the Corporation or a subsidiary is eligible to participate under the DSU Plan.
The RSU Plan
Pursuant to the RSU Plan, RSUs may be granted in favour of the executives and key employees of the Corporation or of a subsidiary. For greater certainty, non-executive members of the Board of Directors shall not participate in the RSU Plan.
TERM AND VESTING
What is the term and vesting schedule of options or of the securities issuable under the security-based compensation arrangements?
The Employee Share Purchase Plan
Under the Employee Share Purchase Plan, any Eligible Employee may elect to contribute money on an ongoing basis. The Corporation will deduct from the remuneration of the Eligible Employee the Eligible Employee contribution in equal installments starting on the first day of such quarter and hold these amounts in trust for the Eligible Employee. As soon as practicable following March 31, June 30, September 30 and December 31 in each calendar year, the Corporation will credit the Eligible Employee with and therefore hold in trust for the Eligible Employee an amount equal to 60% of the Eligible Employee's contribution then held in trust by the Corporation (up to a maximum of $9,000 per year) and shall issue for the account of each Eligible Employee fully paid and non-assessable Common Shares equal in value to the aggregate contribution held in trust by the Corporation as of such date. The Corporation's contribution will vest on December 31st of the calendar year with respect to which they have been issued. No fraction of a Common Share shall be issued to the Eligible Employees, but any unused balance of the aggregate contribution shall be held in trust for the Eligible Employee until used in accordance with the Employee Share Purchase Plan.
The Employee Share Purchase Plan was initially approved by the Shareholders on June 30, 2015 and was implemented by the Corporation on October 1st, 2015.
The Stock Option Plan
The options granted under the Stock Option Plan, shall be exercised within a period of time fixed by the Board of Directors, not to exceed seven (7) years from the date the option is granted (the "Option Period"). The options shall vest and may be exercised during the Option Period in such manner as the Board of Directors may fix by resolution. The options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period. To date, all granted options have a term of five years, except for the 250,000 Initial Options granted to Mr. Sandeep Singh on December 31st, 2019, which, as part of his hiring terms, have a term of seven years.
Upon a change of control, all outstanding options shall vest and become immediately exercisable.
The DSU Plan
Unless otherwise indicated by the HR Committee upon grant and subject to the provision on termination of service of the DSU Plan, (i) the DSUs granted to a Participant in accordance with such Participant's election to receive all or a portion of the Participant's annual remuneration as director in DSUs, shall vest immediately upon such grant and (ii) the DSUs granted to a Participant as an annual grant shall generally vest, unless otherwise provided upon such grant, one day prior to the Corporation's next annual meeting of Shareholders. Notwithstanding the foregoing, the HR Committee may, in its entire discretion, set a different vesting or accelerate the terms of vesting of any DSUs in circumstances deemed appropriate by the HR Committee.
Upon a change of control, all unvested DSUs become vested at the time of the Change of Control, irrespective of any vesting conditions. The settlement of such DSUs however remains subject to the termination of the Director's mandate.
At any time after the termination of service of a Participant to whom DSUs have been granted, and which have vested, but no later than the last business day in December of the first calendar year commencing after such termination, on a date chosen by such Participant (the "Settlement Date"), the Corporation shall pay to the Participant or his or her legal representative the value of such Participant's vested DSUs, in cash or in Common Shares of the Corporation or a combination of cash and Common Shares, at the Corporation's election on the Settlement Date.
For U.S. based Directors, vested DSUs become payable during the year after the termination of their Board mandate or the next subsequent year, as determined by them at the time of the respective grant, but no later than the last business day in December of the first calendar year commencing after the termination of their mandate.
Should the Corporation chose to pay the Participant in cash, such Participant will receive an amount equal to the number of DSUs vested to his or her account as of that date multiplied by the market value of one (1) Common Share on the Settlement Date, the whole subject to withholding taxes. Should the Corporation chose to issue Common Shares in payment of the DSUs to a Participant, such Participant will receive such number of Common Shares equivalent to the number of DSUs vested to his or her account as of that date, subject to withholding taxes. A Participant shall not be entitled to require payment of any amount on account of DSUs credited to such Participant's account prior to his or her termination.
The RSU Plan
Unless otherwise indicated by the HR Committee upon grant and subject to the provision on death, termination not for cause, retirement or Long-Term Disability of the RSU Plan, each RSU shall vest on the third (3rd) anniversary of the grant date. Furthermore, in the case of RSUs subject to performance vesting conditions, such RSUs shall also be multiplied by the performance percentage determined by the Board of Directors of the Corporation upon vesting, provided, however, that should such performance percentage exceeds 100%, then the Corporation shall be entitled to settle such exceeding amount in cash. However, the HR Committee may, in its entire discretion, accelerate the terms of vesting of any RSUs in circumstances deemed appropriate by the HR Committee.
Upon a change of control, all outstanding RSUs vest, irrespective of any performance vesting conditions.
Following the vesting date, the holder of RSUs shall receive, at the election of the Corporation on the settlement date, as applicable (i) a certificate registered in the name of the holder representing in the aggregate such number of Common Shares as the holder shall then be entitled to receive and/or (ii) a payment in the form of a cheque, or other payment method as determined by the HR Committee, of any cash portion then payable to the holder, in each case, less any applicable withholding taxes and other deductions required by law to be withheld by the Corporation in connection with the satisfaction of the holder's RSUs. Once settled, the holder shall have no further entitlement in connection with such vested RSUs under the RSU Plan.
NUMBER OF SECURITIES ISSUED OR ISSUABLE
How many securities are authorized to be issued under the security-based compensation arrangements and what percentage of the Corporation's shares outstanding do they represent?
The Employee Share Purchase Plan
The maximum number of Common Shares made available for the Employee Share Purchase Plan shall not exceed 0.1% of the issued and outstanding Common Shares of the Corporation at any one time.
Should the Corporation issue additional Common Shares in the future, the number of Common Shares issuable under the Employee Share Purchase Plan will increase accordingly. The Employee Share Purchase Plan is considered an "evergreen" plan, since the Common Shares issued under the Employee Share Purchase Plan shall be available for subsequent grants under this plan.
The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated entitlements under the Employee Share Purchase Plan were submitted and ratified by the Shareholders on May 12, 2021.
The Stock Option Plan
The aggregate number of Common Shares to be delivered upon the exercise of all options granted under the Stock Option Plan shall not exceed the greater of 4% of the issued and outstanding Common Shares at the time of granting of options (on a non-diluted basis) or such other number as may be approved by the TSX and the Shareholders of the Corporation from time to time.
If any option granted under the Stock Option Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of the Stock Option Plan.
As a result, should the Corporation issue additional Common Shares in the future, the number of Common Shares issuable under the Stock Option Plan will increase accordingly. The Stock Option Plan is considered an "evergreen" plan, since the Common Shares covered by options which have been exercised under the Stock Option Plan shall be available for subsequent grants under the Stock Option Plan.
The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated options under the Stock Option Plan were submitted and ratified by the Shareholders on June 22, 2020.
The DSU Plan
The total number of Common Shares reserved and available for issuance pursuant to this DSU Plan shall not exceed a number of Common Shares equal to 0.5% of the total issued and outstanding Common Shares of the Corporation on the Settlement Date (on a non-diluted basis), or such other number as may be approved by the TSX and the Shareholders of the Corporation from time to time. Any increase in the issued and outstanding Common Shares will result in an increase in the number of Common Shares that may be issued pursuant to this DSU Plan or any other proposed or established share compensation arrangement of the Corporation.
The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated entitlements under the DSU Plan were submitted and ratified by the Shareholders on May 1st, 2019.
The RSU Plan
The total number of Common Shares reserved and available for grant and issuance pursuant to the RSU Plan shall not exceed a number of Common Shares equal to 1.8% of the total issued and outstanding Common Shares of the Corporation at the time of granting of RSUs (on a non-diluted basis), or such other number as may be approved by the TSX and the Shareholders of the Corporation from time to time. Any increase in the issued and outstanding Common Shares will result in an increase in the number of Common Shares that may be issued pursuant to the RSU Plan or any other proposed or established share compensation arrangement of the Corporation.
The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated entitlements under the RSU Plan were submitted and ratified on May 12, 2021.
Equity Compensation Plan Information
The following table shows, as of December 31, 2021, aggregated information for the Corporation's compensation plans under which equity securities of the Corporation are authorized for issuance from treasury. As of December 31, 2021, the Corporation had 166,493,597 Common Shares issued and outstanding.
| Plan Category | Number of Common Shares to be Issued Upon Exercise of Outstanding Options, DSUs or RSUs (#) and (% of the issued and outstanding Common Shares(5)) |
Weighted Average Exercise Price of Outstanding Options ($) |
Number of Common Shares Remaining Available for Future Issuance Under the Equity Compensation Plans (#) and (% of the issued and outstanding Common Shares(5)) |
| Equity Compensation Plans of the Corporation approved by the Shareholders: | |||
|
N/A | N/A | 166,493 (or 0.1%) |
|
376,203 (or 0.2%) | N/A | 456,265 (or 0.3%) |
|
878,397 (or 0.5%) | N/A | 2,118,487 (or 1.3%) |
|
3,527,833 (or 2.1%) | 13.75 | 3,131,910 (or 1.9%) |
| Equity Compensation Plans of the Corporation not approved by the Shareholders | N/A | N/A | N/A |
| Total: | 4,782,433 (or 2.9%) | 13.75 | 5,873,157 (or 3.5%) |
|
NOTES: |
|
|
(1) |
The aggregate number of Common Shares issuable under the Employee Share Purchase Plan shall not exceed 0.1% of the issued and outstanding Common Shares. Pursuant to the terms of the Employee Share Purchase Plan, Common Shares are issued on a quarterly basis at the weighted average closing price for the five (5) consecutive trading days prior to the end of each applicable financial quarter of the Corporation or to be purchased on the TSX at market price. Accordingly, no exercise right is applicable to this plan. |
|
(2) |
The aggregate number of Common Shares issuable under the DSU Plan shall not exceed 0.5% of the issued and outstanding Common Shares. Unless otherwise decided by the Board of Directors, DSUs vest on the day prior to the next annual meeting of Shareholders following such grant and DSUs entitle the right to receive a payment in the form of Common Shares, cash or a combination of Common Shares and in cash. The weighted average exercise price for DSUs is not applicable, given that the DSU settlement value is based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the settlement date. Settlement of DSUs is subject to withholding taxes. |
|
(3) |
The aggregate number of Common Shares issuable under the RSU Plan shall not exceed 1.8% of the issued and outstanding Common Shares. Unless otherwise decided by the Board of Directors, RSUs have a three-year vesting period and RSUs provide the right to receive a payment in the form of Common Shares, cash or a combination of Common Shares and in cash. The weighted average exercise price for RSUs is not applicable, given that the RSU settlement value is based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the settlement date. Settlement of RSUs is subject to withholding taxes. |
|
(4) |
The aggregate number of Common Shares to be delivered upon the exercise of all options granted under the Stock Option Plan shall not exceed 4% of the issued and outstanding Common Shares at the time of granting options (on a non-diluted basis). |
|
(5) |
Percentages are rounded to the nearest decimal. |
In 2021, the Corporation granted 763,700 options to participants under the Stock Option Plan representing 0.46% of the issued and outstanding Common Shares as of December 31, 2021, the Corporation granted 293,610 RSUs to participants under the RSU Plan representing 0.18% of the issued and outstanding Common Shares as of December 31, 2021 and the Corporation granted 64,720 DSUs to participants under the DSU Plan representing 0.04% of the issued and outstanding Common Shares as of December 31, 2021.
As at March 22, 2022, 3,481,830 Common Shares were issuable upon the exercise of outstanding options representing 2.1% of the issued and outstanding Common Shares of the Corporation. Such options are exercisable at exercise prices ranging from $11.22 to $17.12 per share and are due to expire at the latest on December 31, 2026.
INSIDER PARTICIPATION LIMIT
What is the maximum percentage of securities available under the security-based compensation arrangements to the Corporation's insiders?
In order to comply with TSX rules:
(a) the aggregate number of Commons Shares issuable to insiders, from time to time, under all security based compensation arrangements may not exceed 10% of the total number of issued and outstanding Common Shares; and
(b) the number of Common Shares issued to insiders under all security based compensation arrangements during any one-year period may not exceed 10% of the total number of issued and outstanding Common Shares.
MAXIMUM ISSUABLE TO ONE PERSON
What is the maximum number of securities any one person is entitled to receive under the security-based compensation arrangements and what percentage of the Corporation's outstanding capital does this represent?
The Employee Share Purchase Plan
As per the terms of the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employee's contribution up to a maximum of $9,000 per year (assuming an Eligible Employee contributed the maximum monthly contribution of $1,250 ($15,000 annually). Common Shares are issued on a quarterly basis at the weighted average closing price of the Corporation's Common Share as listed on the TSX for the five (5) consecutive trading days prior to the end of each applicable financial quarter of the Corporation or be purchased on the TSX at market price.
The Stock Option Plan
The number of Common Shares subject to an option granted to a participant under the Stock Option Plan shall be determined in the resolution of the Board of Directors and no participant shall be granted an option which exceeds 4% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option.
The DSU Plan
The number of Common Shares that may be issued to a Participant under the DSU Plan cannot exceed 0.5% of the issued and outstanding Common Shares at the time of settlement of the DSUs. The Board approved amendments to the DSU Plan on April 1st, 2022. The amendments to the DSU Plan are further discussed under the heading "APPROVAL OF AMENDMENTS TO THE DEFERRED SHARE UNIT PLAN AND APPROVAL OF THE UNALLOCATED RIGHTS AND ENTITLEMENTS UNDER THE PLAN".
The RSU Plan
The number of Common Shares that may be issued to a Participant under the RSU Plan cannot exceed 1.8% of the issued and outstanding Common Shares at the time of settlement of the RSUs.
EXERCISE / PURCHASE PRICE
How is the exercise price determined under the security-based compensation arrangements?
The Employee Share Purchase Plan
The Common Shares issued under the Employee Share Purchase Plan shall be issued at the weighted average closing price of the Corporation's Common Share as listed on the TSX for the five (5) consecutive trading days prior to the end of each applicable financial quarter of the Corporation or be purchased on the TSX at market price.
The Stock Option Plan
The exercise price of the options granted under the Stock Option Plan will be established by the Board of Directors subject to the rules of the regulatory authorities having jurisdiction over the securities of the Corporation, including the TSX. The exercise price at the time of the grant of the options shall not be less than the closing market price of the Common Shares listed on the TSX on the day prior to their grant.
The DSU Plan
The issue price pursuant to the DSU Plan is determined based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the date of grant or settlement.
The RSU Plan
The value of a RSU at the time of grant or at the time of settlement is usually determined by the HR Committee based on the closing price of the Common Shares listed on the TSX on the day prior to such grant or settlement.
CESSATION
Under what circumstances is an individual no longer entitled to participate?
The Employee Share Purchase Plan
Under the Employee Share Purchase Plan, an Eligible Employee shall automatically cease to be entitled to participate in the Employee Share Purchase Plan, upon termination of the employment of the Eligible Employee with or without cause by the Corporation or the Designated Affiliate or cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of resignation or otherwise other than retirement of the Eligible Employee after having attained a stipulated age in accordance with the Corporation's normal retirement policy or earlier with the Corporation's consent.
The Stock Option Plan
If a participant to the Stock Option Plan shall cease to be an officer, manager, consultant or employee of the Corporation or a subsidiary for any reason (other than disability, retirement with the consent of the Corporation or death) the options granted to such participant may be exercised in whole or in part by the participant during a period commencing on the date of such cessation and ending 180 days thereafter or on the expiry date, whichever comes first. If a participant to the Stock Option Plan shall cease to be an officer, manager, consultant or employee of the Corporation or a subsidiary by reason of disability or retirement with the consent of the Corporation, the options granted to such participant may be exercised in whole or in part by the participant, during a period commencing on the date of such termination and ending one year thereafter or on the expiry date, whichever comes first. In the event of the death of the participant, the options previously granted to such participant shall automatically vest and may be exercised in whole or in part by the legal person representative of the participant for a period of one year or until the expiry date, whichever comes first.
The DSU Plan
Unless otherwise determined by the HR Committee, the following events shall constitute an event of Termination upon which all DSUs awarded to such Participant and vested at the time of such event of Termination shall be paid to such Participant, in accordance with the terms of the DSU Plan and the Letter of Grant:
(i) resignation of a Participant as member of the Board;
(ii) decision of a Participant not to stand for re-election as member of the Board;
(iii) non proposal of a Participant for re-election as member of the Board; or
(iv) death of a Participant.
The RSU Plan
Unless otherwise determined by the Board, the following provisions shall apply in the event that a participant ceases to be employed by the Corporation or by a subsidiary:
a) Termination for cause and voluntary resignation - If a Participant ceases to be an employee as a result of termination for cause, or as a result of a voluntary termination, effective as of the date notice is given to the participant of such termination, as of the date on which the Corporation or the subsidiary receives communication of a voluntary resignation, all outstanding RSUs shall be terminated.
b) Death, termination not for cause, retirement or long-term disability - If a participant ceases to be an employee of the Corporation or a subsidiary as a result of death, termination not for cause, retirement or long-term disability, the vesting of RSUs shall be subject to the following:
i. For each outstanding RSUs granted — Fixed Component:
A. in the event the participant is not entitled to a benefits extension period, the vesting of the fixed component portion of each RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs until the date of death, termination not for cause, retirement or long-term disability, over the number of days of the original vesting schedule set forth in relation to such grant; or
B. in the event the participant is entitled to a benefits extension period, the vesting of the fixed component portion of each RSU grant will be prorated based on the sum of the number of days within the benefits extension period and those actually worked from the date of grant of such RSUs up until the date of death, termination not for cause, retirement or long-term disability, over the number of days of the original vesting schedule set forth in relation to such grant; and
ii. For each outstanding RSUs granted — Performance Vesting: the vesting of all performance based RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs up until the date of death, termination not for cause, retirement or long term disability, over the original vesting schedule set forth in relation to such grant; the number of vested RSUs resulting from such prorated calculation will be multiplied by the performance percentage determined by the Board of Directors of the Corporation.
For greater clarity, a voluntary resignation will be considered as retirement if the participant has reached normal retirement age under the Corporation's benefit plans or policies, unless the HR Committee decides otherwise at its sole discretion.
ASSIGNABILITY AND TRANSFERABILITY
Can options or rights held pursuant to the security-based compensation arrangements be assigned or transferred?
All benefits, rights and options accruing to any participant in accordance with the terms and conditions of the Employee Share Purchase Plan, DSU Plan, RSU Plan and of the Stock Option Plan shall not be transferable unless under the laws of descent and distribution or pursuant to a will. All options, DSUs, RSUs and such benefits and rights may only be exercised in accordance with such plans.
AMENDMENT PROVISIONS
How are the security-based compensation arrangements amended? Is Shareholder approval required?
The Employee Share Purchase Plan
The HR Committee authorized by the Board of Directors to oversee the Employee Share Purchase Plan has the following rights, without the approval of the Shareholders of the Corporation:
i) suspend or terminate and to re-instate the Employee Share Purchase Plan;
ii) any amendment to the Employee Share Purchase Plan not contemplated under the section requiring Shareholders' approval, including but not limited to:
(a) to make any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of the Employee Share Purchase Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Employee Share Purchase Plan that is inconsistent with any other provision of the Employee Share Purchase Plan, correcting grammatical or typographical errors and amending the definitions contained in the Employee Share Purchase Plan;
(b) any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the TSX, or to otherwise comply with any applicable law or regulation;
(c) any amendment to the vesting provisions of the Employee Share Purchase Plan;
(d) any amendment to the provisions concerning the effect of the termination of an Eligible Employee employment or services on such Eligible Employee's status under the Employee Share Purchase Plan;
(e) any amendment respecting the administration or implementation of the Employee Share Purchase Plan.
The HR Committee authorized by the Board of Directors to oversee the Employee Share Purchase Plan, may with the approval of the Shareholders of the Corporation by ordinary resolution, make any of the following amendments to the Employee Share Purchase Plan:
i) any increase to the number of Common Shares issuable from treasury under the Plan or a change from a fixed maximum number of Common Shares to a fixed maximum percentage;
ii) an amendment to the level of the Corporation's contribution set to an amount that is equal to 60% of the Eligible Employee's contribution;
iii) any amendment to the contribution mechanism relating to the Corporation's contribution;
iv) any amendment to the categories of persons who are Eligible Employees; or
v) any amendment that may modify or delete any of this Section requiring Shareholders' approval.
Notwithstanding the foregoing, any amendment to the Employee Share Purchase Plan shall be subject to the receipt of all required regulatory approvals including, without limitation, the approval of the TSX.
The Stock Option Plan
The Board of Directors may, without the approval of the Shareholders of the Corporation but subject to receipt of requisite approval from the TSX, in its sole discretion make the following amendments to the Stock Option Plan:
i) any amendment of a "housekeeping" nature;
ii) a change to the vesting provisions of an option or the Stock Option Plan;
iii) a change to the termination provisions of an option or the Stock Option Plan which does not entail an extension beyond the original expiry date; and
iv) the addition of cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Stock Option Plan reserve.
The approval of the Board of Directors and the requisite approval from the TSX and the Shareholders shall be required for any of the following amendments to be made to the Stock Option Plan:
i) any increase to the number of shares issuable under the Stock Option Plan or a change from a fixed maximum number of shares to a fixed maximum percentage;
ii) a reduction in the exercise price of an option (for this purpose, a cancellation or termination of an option of a participant prior to its expiry for the purpose of reissuing options to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an option), other than for standard anti-dilution purposes;
iii) an increase in the maximum number of shares that may be issued to insiders within any one-year period or that are issuable to insiders at any time;
iv) an extension of the term of any option beyond the original expiry date (except, for greater certainty, in cases of blackout period in conformity with the terms of the Stock Option Plan);
v) any change to the definition of "Participant" included in the Stock Option Plan which would have the potential of broadening or increasing insider participation;
vi) the addition of any form of financial assistance;
vii) any amendment to a financial assistance provision which is more favorable to optionees;
viii) the addition of a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Stock Option Plan reserve;
ix) the addition of a deferred or restricted share unit or any other provision which results in optionees receiving securities while no cash consideration is received by the Corporation;
x) any amendment to the transferability provision of the Stock Option Plan;
xi) any amendment that may modify or delete any of the amendment disposition requiring Shareholders' approval; and
xii) any other amendments that may lead to significant or unreasonable dilution in the Corporation's outstanding securities or may provide additional benefits to the participants of the Stock Option Plan, especially insiders, at the expense of the Corporation and its existing Shareholders.
The DSU Plan
The Board may, without shareholder approval but subject to receipt of requisite approval from the TSX, in its sole discretion make all other amendments to the DSU Plan that are not of the type contemplated in the amendment provision requiring Shareholders' approval, including, without limitation:
(i) amend, suspend or terminate the Plan in whole or in part or amend the terms of DSUs credited in accordance with the Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a Participant with respect to DSUs credited to such Participant, the written consent of such Participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any Participant to an amendment, suspension or termination which materially or adversely affects the rights of such Participant with respect to any credited DSUs shall not be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which shares of the Corporation are listed. If the HR Committee terminates the Plan, DSUs previously credited to Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of this Plan (which shall continue to have effect, but only for such purposes) on the Settlement Date.
The approval of the Board of Directors and the requisite approval from the TSX and the Shareholders of the Corporation (by simple majority vote) shall be required for any of the following amendments to be made to the DSU Plan:
(i) any amendment to the number of shares issuable under the DSU Plan, including an increase in the fixed maximum number of shares or a change from a fixed maximum number of shares to a fixed maximum percentage;
(ii) any change to the definition of "Participant" which would have the potential of broadening or increasing insider participation; and
(iii) any amendment that may modify or delete any of the amendment provision requiring Shareholders' approval.
The RSU Plan
The Board may, without Shareholder approval but subject to receipt of requisite approval from the TSX, in its sole discretion make all other amendments to the RSU Plan that are not of the type contemplated in the amendment provision requiring Shareholders' approval, including, without limitation:
(i) amend, suspend or terminate the RSU Plan in whole or in part or amend the terms of RSUs credited in accordance with the RSU Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a participant with respect to RSUs credited to such participant, the written consent of such participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any participant to an amendment, suspension or termination which materially or adversely affects the rights of such participant with respect to any credited RSUs shall not be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which shares of the Corporation are listed. If the HR Committee terminates the RSU Plan, RSUs previously credited to participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of this RSU Plan (which shall continue to have effect, but only for such purposes) on the settlement date.
The approval of the Board of Directors and the requisite approval from the TSX and the Shareholders of the Corporation (by simple majority vote) shall be required for any of the following amendments to be made to the RSU Plan:
(i) any increase to the number of shares issuable under the RSU Plan or a change from a fixed maximum number of shares to a fixed maximum percentage;
(ii) any change to the definition of "Participant" which would have the potential of broadening or increasing insider participation; and
(iii) any amendment that may modify or delete any of the amendment provision requiring Shareholders' approval.
Were any amendments made to the security-based compensation arrangements in the last financial year?
On December 14, 2021, the Board of Directors resolved to amend the Corporation's Employee Share Purchase Plan. The Board of Directors also amended the DSU Plan on April 1st, 2022. The amendments made to these plans are described below:
The Employee Share Purchase Plan was amended to remove the vesting period and replace it with a holding period on the Common Shares, which are issued as part of the Corporation's contributions and therefore allowing for an immediate vesting upon issuance of these Common Shares.
The DSU Plan was amended to limit the annual grant date value of $150,000 to each eligible director across all equity-based compensation plans of the Corporation in aggregate; this limit excludes the one-time initial grant of DSUs and any amount of director remuneration that an eligible director has elected to receive in the form of DSUs in lieu of cash on a value for value exchange. Furthermore, the amending clause of the DSU Plan has also been amended to provide that any change to eligible director's participation limit may only be amended with the approval of the TSX and the Shareholders.
FINANCIAL ASSISTANCE
Does the Corporation provide any financial assistance to participants to purchase shares under the security-based compensation arrangements?
The Employee Share Purchase Plan
Under the Employee Share Purchase Plan, the Corporation will contribute to the Eligible Employee contribution an amount equal to 60% of the Eligible Employee's contribution cumulated at the end of each interim period of the Corporation up to a maximum of $9,000 per year.
The Stock Option Plan
There is no provision allowing financial assistance under the Stock Option Plan.
The DSU Plan and RSU Plan
Not applicable
CHANGE OF CONTROL PROVISIONS
Are there any adjustment provisions under the security-based compensation arrangements?
The Employee Share Purchase Plan
Under the Employee Share Purchase Plan, if there is a change of control of the Corporation, all unvested Common Shares held in trust for an Eligible Employee shall be immediately deliverable to the Eligible Employee. The Corporation's contribution shall immediately be made and the Common Shares shall be issued for the then aggregate contribution based on the Current Market Value (as defined in the Employee Share Purchase Plan) of the Common Shares on the date of the change of control prior to the completion of the transaction which results in the change of control and that such Common Shares shall be immediately delivered to the Eligible Employees.
In addition, in the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the committee authorized by the Board to oversee the Employee Share Purchase Plan in the number of Common Shares available under the Employee Share Purchase Plan. If such an adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Employee Share Purchase Plan.
The Stock Option Plan
Under the Stock Option Plan, if there is a change of control of the Corporation, all unvested options outstanding at the time of the change of control shall vest and become immediately exercisable.
Under the Stock Option Plan, in the event that the outstanding Common Shares are changed into or exchanged for a different number or kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in capital stock of the Corporation, then each participant holding an option shall thereafter upon the exercise of the option granted to him, be entitled to receive, in lieu of the number of shares to which the participant was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the participant would have been entitled to receive as a result of any such event if, on the effective date thereof, the participant had been the holder of the shares to which he was theretofore entitled upon such exercise.
In the event the Corporation proposes to amalgamate, merge or consolidate with any other Corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the shares of the Corporation or any part thereof shall be made to all Shareholders, the Corporation shall have the right, upon written notice thereof to each participant, to require the exercise of the option granted pursuant to the Stock Option Plan within the thirty (30) day period following the date of such notice and to determine that upon such thirty (30) day period, all rights of the participant to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.
The DSU Plan
Under the DSU Plan, if a Change of Control takes place, all unvested DSUs become vested at the time of the Change of Control. The settlement of such DSUs however remains subject to the termination of the Director's mandate.
Whenever dividends are paid on Common Shares, additional DSUs will be automatically granted to each participant who holds DSUs on the record date for such distribution of dividend. The number of such DSUs (rounded to the nearest whole DSU) to be credited as of a dividend payment date shall be determined by dividing the aggregate dividend that would have been paid to such participant if the participant's DSUs had been Common Shares by the market value on the date on which the distributions were paid on the Common Shares. DSUs granted to a participant under the section on credits shall be subject to the same vesting as the DSUs to which they relate.
The RSU Plan
Under the RSU Plan, if there is a change of control of the Corporation, all outstanding RSUs vest, irrespective of any performance vesting conditions.
In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin-off or other distribution (other than normal cash dividends) of the Corporation's assets to Shareholders or any other change affecting the Common Shares, such adjustments as are required to reflect such change shall be made with respect to the number of RSUs in the accounts maintained for each participant, provided that no fractional RSUs shall be issued to participants and the number of RSUs to be issued in such event shall be rounded down to the next whole number of RSUs.
Whenever dividends are paid on Common Shares, additional RSUs will be automatically granted to each participant who holds RSUs on the record date for such dividend. The number of such RSUs (rounded to the nearest whole RSU) to be credited as of a dividend payment date shall be determined by dividing the aggregate dividends that would have been paid to such participant if the participant's RSUs had been Common Shares by the market value on the date on which the dividends were paid on the Common Shares. RSUs granted to a participant under the section on credits for dividends shall be subject to the same vesting as the RSUs to which they relate.
BLACK-OUT PERIODS
Are there any blackout period provisions under the security-based compensation arrangements?
Under the Stock Option Plan, in the event that the term of an option expires during such period of time during which insiders are prohibited from trading in shares as provided by the Corporation's Securities Trading Policy, as it may be implemented and amended from time to time or within 10 business days thereafter, the option shall expire on the date that is 10 business days following the Blackout Period (as defined in the Stock Option Plan). Although the Blackout Period would only cover insiders of the Corporation, the extension would apply to all participants who have options, which expire during the Blackout Period.
PENSION PLAN BENEFITS
The Corporation has not adopted any retirement plan or pension plan providing for payment of benefits.
TERMINATION AND CHANGE OF CONTROL BENEFITS
The Corporation has entered into employment agreements with its Named Executives on terms and conditions comparable to market practice for public issuers in the same industry and market and of the same size as the Corporation. The following section describes the estimated potential payments and benefits under the employment agreements to which the Named Executive Officers would have been entitled if a termination of employment without cause or change in control occurred on December 31, 2021.
The employment agreements for each of the Named Executives, include the following:
Osisko:
A. Termination without cause:
(1) Base salary and average annualized bonus paid or declared in the last two years:
- a payment equal to the sum of: between one (1) and one and half (1.5) times the annual base salary and the average annualized bonus paid or declared in the last two years.
(2) Benefits (insurance and others):
- the Corporation shall continue all benefits for a corresponding period of time equal to between one (1) year and one and a half (1.5) years from the cessation of the OR Named Executive's employment (the "Extended Benefits Period").
(3) Unvested equity acceleration:
- any RSUs held by the OR Named Executives, as applicable, shall vest and be payable pursuant to the provisions of the RSU plan, as amended from time to time. The OR Named Executives shall also be entitled to exercise options vesting during Extended Benefit Period pursuant to the provisions of the Stock Option Plan.
In the case of termination of employment initiated by the Corporation for reasons other than just cause, including constructive dismissal, within 18 months following a Change of Control, the OR Named Executives will be entitled to the following severance payment:
B. Change of control ("CoC"):
(1) Base salary and average annualized bonus paid or declared in the last two years:
- a payment equal to the sum of: between one and half (1.5) and two (2.0) times the annual base salary and the average annualized bonus paid or declared in the last two years.
- the OR Named Executives will be entitled to the current year short-term incentive payment in accordance with the actual achievements for the period they were employed.
- in the event the CoC event is deemed by the Board of Directors to be "hostile", CoC severance payments may also be made to OR Named Executives who voluntarily resigns within 6 months following the "hostile" CoC.
(2) Benefits (insurance and others):
- the Corporation shall continue all benefits for a corresponding period of time equal to between one (1) and a half (1.5) and two years from the cessation of the OR Named Executive's employment.
(3) Unvested equity acceleration:
- All unvested options and RSUs vest, irrespective of any performance conditions.
OBL:
In the case of termination without cause, the OBL Named Executive shall be entitled to the following severance payment:
A. Termination without cause:
(1) The sum of: base salary until the date of termination and the current bonus payment on a pro rate basis in accordance with the actual achievements for the period the OBL Named Executive was employed.
(2) One (1.0) time the sum of the OBL Named Executive's based salary and average annualized bonus paid or declared in the last two years.
(3) The aggregate COL Subsidy, including for the portion calculated on the total cash compensation paid to the OBL Named Executive further to such termination and for such portion required to extinguish any remaining liabilities under the OBL Named Executive's residential lease agreement.
(4) Benefits (insurance and others):
- the Corporation shall continue all benefits for a corresponding period of one (1) year from the cessation of the OBL Named Executive's employment (the "OBL Extended Benefits Period").
(5) Unvested equity acceleration:
- any RSUs held by the OBL Named Executive, as applicable, shall vest and be payable pursuant to the provisions of the Corporation's RSU plan, as amended from time to time. The OBL Named Executive shall also be entitled to exercise options vesting during OBL Extended Benefit Period pursuant to the provisions of the Corporation's Stock Option Plan.
In the case of termination of employment initiated by OBL for reasons other than just cause, but including by way of constructive termination or upon the maturity of the employment contract, within 18 months following a change of control, the OBL Named Executives will be entitled to the following severance payment:
B. Change of Control ("OBL CoC"):
(1) The sum of: base salary until the date of termination and the current bonus payment on a pro rate basis in accordance with the actual achievements for the period the OBL Named Executive was employed.
(2) One and half (1.5) times the sum of the OBL Named Executive's based salary and average annualized bonus paid or declared in the last two years.
(3) The aggregate COL Subsidy, including for the portion calculated on the total cash compensation paid to the OBL Named Executive further to such termination and for such portion required to extinguish any remaining liabilities under the OBL Named Executive's residential lease agreement.
(4) Benefits (insurance and others):
- the Corporation shall continue all benefits for a corresponding period of one and half (1.5) years from the cessation of the OBL Named Executive's employment.
(5) Unvested equity acceleration:
- All unvested options and RSUs vest, irrespective of any performance conditions.
The employment agreement of Mr. Michael Spencer is a fixed-term contract that can be renewed at the end of its term; should his employment agreement not be renewed and be terminated at its term, the OBL Named Executive shall be entitled to the severance payments outlined in section A (Termination without cause) above.
ODV:
The employment agreements for each of the ODV Named Executives, include the following:
A. Termination without cause:
(1) Base salary and average annualized bonus paid or declared in the last two years:
- a payment equal to the sum of one and half (1.5) times the annual base salary and the average annualized bonus paid or declared in the last two years.
(2) Benefits (insurance and others):
- the Corporation shall continue all benefits for a corresponding period of time equal to one and a half (1.5) years from the cessation of the ODV Named Executive's employment (the "ODV Extended Benefits Period").
(3) Unvested equity acceleration:
- any restricted share units held by the ODV Named Executives, as applicable, shall vest and be payable pursuant to the provisions of the Osisko Development restricted share unit plan, as amended from time to time. The ODV Named Executives shall also be entitled to exercise options vesting during ODV Extended Benefit Period pursuant to the provisions of the Osisko Development stock option plan.
In the case of termination of employment initiated by Osisko Development for reasons other than just cause, including constructive dismissal, within 18 months following a change of control of Osisko Development, the ODV Named Executives will be entitled to the following severance payment to be paid by Osisko Development or its successor:
B. Change of control ("ODV CoC"):
(1) Base salaries and average annualized bonus paid or declared in the last two years:
- a payment equal to the sum of two (2.0) times the annual base salary and the average annualized bonus paid or declared in the last two years.
- the ODV Named Executives will be entitled to the current year short-term incentive payment in accordance with the actual achievements for the period they were employed.
- in the event the ODV CoC event is deemed by the Osisko Development board of directors to be "hostile", ODV CoC severance payments may also be made to ODV Named Executives who voluntarily resigns within 6 months following the "hostile" ODV CoC.
(2) Benefits (insurance and others):
- Osisko Development shall continue all benefits for a corresponding period of time equal to two years from the cessation of the ODV Named Executive's employment.
(3) Unvested equity acceleration:
- All unvested options and restricted share untis of Osisko Development vest, irrespective of any performance conditions.
Termination by the Corporation Without Cause
If an OR Named Executive or OBL Named Executive is terminated by the Corporation (or by OBL) without cause, such OR Named Executive or OBL Named Executive will be entitled to:
| Compensation(1) | Sean Roosen ($) |
Sandeep Singh ($) |
Frédéric Ruel ($) |
André Le Bel ($) |
Michael Spencer ($) |
Luc Lessard(2) ($) |
Chris Lodder(2) ($) |
|
| Cash Severance Annual base salary level Average Annualized Bonus |
600,000 924,487 |
900,000 1,003,500 |
275,000 303,450 |
318,000 354,600 |
243,418 264,526 |
- - |
- - |
|
| Unvested Equity acceleration Options(3) RSUs(4) |
361,420 1,915,484 |
851,385 2,610,124 |
139,238 783,999 |
168,277 1,065,948 |
97,535 558,308 |
123,943 670,532 |
30,955 85,512 |
|
| Benefits Insurance and Others(5) |
50,000 | 66,400 | 59,400 | 59,700 | 235,100 | - | - | |
| TOTAL | 3,851,391 | 5,431,409 | 1,561,087 | 1,966,525 | 1,398,887 | 794,475 | 116,467 | |
| NOTES: | |||||||||
| (1) | All amounts are calculated as at December 31, 2021 and OR Named Executive and OBL Named Executive are also entitled to receive payment of any accrued unpaid vacation. | ||||||||
| (2) | Messrs. Lessard and Lodder are included in this table because they hold a balance of options and RSUs of the Corporation. | ||||||||
| (3) | These amounts reflect the aggregate dollar value that would be realized by multiplying the number of unvested options, which would vest during the applicable extended benefit period by the difference between $15.48, being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2021 and the respective exercise price of such options. | ||||||||
| (4) | These amounts are prorated based on the period worked during the applicable extended benefit period (also taking into account achievement of all long-term objectives) by $15.48 being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2021. | ||||||||
| (5) | These amounts represent the dollar value of the insurance benefit of the OR Named Executives and OBL Named Executive, which would be continued for a term of 12 months (18 months for the Executive Chair of the Board and the President and Chief Executive Officer); benefits include group insurance (but exclude long-term disability) and outplacement benefits in an amount of $50,000 and other benefits. | ||||||||
Termination of Employment Following Change of Control
The OR Named Executives and OBL Named Executive will be entitled to the following severance payment (i) if they are terminated by the Corporation for reasons other than just cause, including constructive dismissal within 18 months following a CoC, or (ii) if the OR Named Executives and the OBL Named Executive voluntary resign within 6 months following a CoC which has been deemed "hostile" by the Board of Directors of the Corporation:
| Compensation(1) | Sean Roosen ($) |
Sandeep Singh ($) |
Frédéric Ruel ($) |
André Le Bel ($) |
Michael Spencer ($) |
Luc Lessard(2) ($) |
Chris Lodder(2) ($) |
||
| Cash Severance Annual base salary level Average Annualized Bonus |
800,000 1,232,649 |
1,200,000 1,338,000 |
412,500 455,175 |
477,000 531,900 |
365,126 396,790 |
- - |
- - |
||
| Unvested Equity acceleration Options(3) RSUs(4) |
418,318 2,544,912 |
1,199,349 3,535,632 |
306,496 1,159,452 |
352,855 1,537,164 |
210,735 812,700 |
173,773 670,532 |
61,909 85,512 |
||
| Benefits Insurance and Others(5) |
50,000 | 71,900 | 64,100 | 64,600 | 255,800 | - | - | ||
| TOTAL | 5,045,879 | 7,344,881 | 2,397,723 | 2,963,519 | 2,041,151 | 844,305 | 147,421 | ||
|
NOTES: |
||||||||
|
(1) |
All amounts are calculated as at December 31, 2021 and Named Executives are also entitled to receive payment of any accrued unpaid vacation. |
|||||||
|
(2) |
Messrs. Lessard and Lodder are included in this table because they hold a balance of options and RSUs of the Corporation and vest in accordance with the terms of the Corporation's RSU Plan and Stock Option Plan. |
|||||||
|
(3) |
These amounts reflect the aggregate dollar value that would be realized by multiplying the number of unvested options, which would vest during the applicable extended benefit period by the difference between $15.48, being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2021 and the respective exercise price of such options. The options and RSUs |
|||||||
|
(4) |
These amounts are prorated based on the period worked during the applicable extended benefit period (also taking into account achievement of all long-term objectives) by $15.48 being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2021. |
|||||||
|
(5) |
These amounts represent the dollar value of the insurance benefit of the OR Named Executives and OBL Named Executive which would be continued for a term of 18 months (24 months for the Executive Chair of the Board and the President and Chief Executive Officer); benefits include group insurance (but exclude long-term disability) and outplacement benefits in an amount of $50,000 and other benefits. |
|||||||
ODV:
Termination by Osisko Development Without Cause
If an ODV Named Executive is terminated by the Corporation without cause, Osisko Development will assume 100% of the following severance payments to the ODV Named Executives:
| Compensation(1) | Sean Roosen ($) |
Luc Lessard ($) |
Chris Lodder ($) |
|
| Cash Severance Annual base salary level Average Annualized Bonus |
787,500 649,688 |
769,500 643,838 |
637,500 525,938 |
|
| Unvested Equity acceleration ODV options(2) ODV restricted share units(3) |
0 237,234 |
0 802,670 |
0 644,816 |
|
| Benefits Insurance and Others(4) |
65,300 | 65,300 | 64,100 | |
| TOTAL | 1,739,721 | 2,281,308 | 1,872,354 | |
|
NOTES: |
||||
|
(1) |
All amounts are calculated as at December 31, 2021 and ODV Named Executives are also entitled to receive payment of any accrued unpaid vacation. |
|||
|
(2) |
These amounts reflect the aggregate dollar value that would be realized by multiplying the number of unvested options, which would vest during the ODV Extended Benefit Period by the difference between $4.06, being the closing price of the common shares of Osisko Development on the TSX Venture Exchange on December 31, 2021 and the respective exercise price of such options. |
|||
|
(3) |
These amounts are prorated based on the period worked during the ODV Extended Benefit Period (also taking into account achievement of all long-term objectives) by $4.06 being the closing price of the common shares of Osisko Development on the TSX Venture Exchange on December 31, 2021. |
|||
|
(4) |
These amounts represent the dollar value of the insurance benefit of the ODV Named Executives, which would be continued for a term of 18 months; benefits include group insurance (but exclude long-term disability) and outplacement benefits in an amount of $50,000 and other benefits. |
|||
Termination of Employment Following Change of Control
In case of an ODV CoC, Osisko Development will assume 100% of the following severance payments to the ODV Named Executives: (i) if they are terminated by Osisko Development for reasons other than just cause, including constructive dismissal within 18 months following an ODV CoC, or (ii) if the ODV Named Executives voluntary resign within 6 months following an ODV CoC which has been deemed "hostile" by the board of directors of Osisko Development:
| Compensation(1) | Sean Roosen ($) |
Luc Lessard ($) |
Chris Lodder ($) |
||
| Cash Severance Annual base salary level Average Annualized Bonus |
1,050,000 866,250 |
1,026,000 858,450 |
850,000 701,250 |
||
| Unvested Equity acceleration Options(2) RSUs(3) |
0 585,452 |
0 1,056,453 |
0 838,431 |
||
| Benefits Insurance and Others(4) |
70,400 | 70,400 | 68,900 | ||
| TOTAL | 2,572,102 | 3,011,303 | 2,458,581 | ||
|
NOTES: |
||||
|
(1) |
All amounts are calculated as at December 31, 2021 and ODV Named Executives are also entitled to receive payment of any accrued unpaid vacation. |
|||
|
(2) |
These amounts reflect the aggregate dollar value that would be realized by multiplying the number of unvested options, which would vest during the ODV Extended Benefit Period by the difference between $4.06, being the closing price of the common shares of Osisko Development on the TSX Venture Exchange on December 31, 2021 and the respective exercise price of such options. |
|||
|
(3) |
These amounts are prorated based on the period worked during the ODV Extended Benefit Period (also taking into account achievement of all long-term objectives) by $4.06 being the closing price of the common shares of Osisko Development on the TSX Venture Exchange on December 31, 2021. |
|||
|
(4) |
These amounts represent the dollar value of the insurance benefit of the ODV Named Executives, which would be continued for a term of 24 months; benefits include group insurance (but exclude long-term disability) and outplacement benefits in an amount of $50,000 and other benefits. |
|||
Each of the Executive employment agreements entered into by the OR Named Executives with the Corporation or by the OBL Named Executive with OBL provide for non-competition clauses based on the following terms:
| Type of Termination | Non-Competition Period |
| For Cause | 12 months |
| Without Cause | 6 months |
| By the Executive | 6 months |
| Following a Change of Control | 6 months |
| Maturity of the Agreement (OBL Named Executive only) | 6 months |
In addition, each of the OR Named Executives undertakes, following the date of his termination for any reason, not to solicit the Corporation's or OBL's agents, administrators, officers, directors, managers or business executives, consultants or employees for a period of 12 months.
For greater certainty and notwithstanding anything to the contrary, any payment to be made to a Named Executive as a result of a termination by the Corporation without cause or termination of employment following change in control will be adjusted to take into account the particulars of the employment situation of such Named Executive with associate companies or subsidiary of the Corporation.
Non-competition and non-solicitation obligations of Messrs. Roosen, Lodder and Lessard, in their respective capacity as Chair of the Board and Chief Executive Officer, President and Chief Operating Officer are described in the ODV Circular filed under its SEDAR profile at www.sedar.com.
Policy on Recovery of Incentive Compensation
The Corporation's Policy on Recovery of Incentive Compensation (the "Policy" - also commonly known as a "Clawback Policy") is applicable to the Executive Chair of the Board, the President and Chief Executive Officer, the Chief Financial Officer and Vice President, Finance and all other Vice Presidents duly appointed by the Board (the "Executive Officers") of the Corporation or any of its subsidiary entities who performs a policy-making function in respect of the entity (including any former Executive Officer). Osisko Development adopted its own Policy on recovery of incentive compensation and Messrs. Roosen, Lessard and Lodder are subject to this policy given their executive officers of Osisko Development.
In November 2021, the Policy was amended by the Board, upon recommendation of the HR Committee, given that the Policy was originally designed for a company operating in the mining sector. Since the divestiture of the Corporation's assets and certain marketable securities to its subsidiary Osisko Development, the Corporation has been a pure royalty/streaming company since November 25, 2020. These changes were made to properly reflect the Corporation's current business model and in line with its peers. In addition, the recovery period applicable to Executive Officers has been extended from 12 to 24 months.
As part of the principal guidelines, the Board may be entitled to recover from Executive Officers compensation paid as part of the incentive compensation, which includes, with respect to the 24 months preceding a restatement, all bonuses awarded to the Corporation's Executive Officers as well as performance based long-term compensation in direct relation to an event that would require a restatement, but excludes compensation granted or vested other than in relation to performance criteria (the "Incentive Compensation"), the restatement guidelines include:
(i) approved quarterly or annual financial statements be subsequently the subject of or affected by a material restatement of all or a portion of the Corporation's financial statements (a "Restatement") if and only if:
a. such Restatement is resulting from gross negligence, intentional misconduct, fraud or other similar intentional misconduct; and
b. the Incentive Compensation payment received by Executive Officers would have been lower had the financial statements not been subject to a Restatement.
For greater certainty, in case of Restatement, all Executive Officers shall be subject to recovery; regardless of whether or not any such Executive Officer has no responsibility for such Restatement.
The Board may determine whether any other facts, circumstances or legal obligations make it appropriate for the Board to consider, in the exercise of its fiduciary obligations to the Corporation, that a recovery of Incentive Compensation is necessary. The Policy is available on the Corporation's website at www.osiskogr.com.
SECURITIES OWNERSHIP
Formal securities ownership guidelines (the "Guidelines") were assented by the Board of Directors on May 6, 2015 in order to further align the long-term interests of the Corporation's Shareholders and that of its directors and officers. On March 18, 2020, further to a review of the Guidelines by the HR Committee, changes were proposed to enhance the Guidelines. Given recent changes in the organizational structure of the Corporation, the HR Committee and the Board amended the ownership requirement level, since the base salary together with the long-term and short-term incentives of certain Vice Presidents doesn't measure to the level as other Vice Presidents. In addition, the HR Committee and the Board also amended the method of calculation for the determination of the value of the securities held, is being based on the TSX closing price of the Common Shares of the Corporation on December 31st or, if this date is not a trading day, on the last TSX trading day of the year.
The ownership requirements can be met through the holding of Common Shares, DSUs and RSUs.
The following table illustrates the amounts and levels established for the minimum requirement for non-executive directors and OR Named Executives. The Corporation's Guidelines are not applicable to the OBL Named Executive and the ODV Named Executives:
|
Categories |
Securities Ownership Levels |
|
Lead Director and Directors |
2.0 Times Basic Retainer and DSUs |
|
Executive Chair |
3.0 Times Annual Base Salary Level |
|
Chief Financial Officer and Vice President Legal Affairs and Corporate Secretary |
2.0 Times Annual Base Salary Level |
Newly elected or appointed directors, newly appointed Named Executives have three years to comply with the ownership requirements from the date of election or appointment. Further to a salary increase, each OR Named Executive and other Vice President whose salary has been so increased shall also have three years to comply with the increased level of ownership requirements deriving from such salary increase, starting from the effective date of such increase. The following table sets out the securities ownership status of non-executive directors and OR Named Executives as at December 31, 2021 at a closing price of $15.48:
The Securities Ownership of Directors and OR Named Executives:
| Name and Position | HOLDINGS | Total Value(1) |
Securities Ownership Level(2) ($) |
Compliance with the Guidelines |
|||
| Number of Common Shares |
Number of DSUs | Number of RSUs (Fixed Component only) |
($) |
Yes / No / Target Date |
|||
| John R. Baird Director since April 6, 2020 |
2,818 | 26,570 | n/a | 454,926 | 320,000 | Yes | |
| Christopher C. Curfman Director since May 4, 2016 |
10,500 | 56,898 | n/a | 1,043,321 | 320,000 | Yes | |
| Joanne Ferstman(3) Lead Director since April 30, 2014 |
19,500 | 111,845 | n/a | 2,033,221 | 560,000 | Yes | |
| W. Murray John Director since February 19, 2020 |
NIL | 26,116 | n/a | 404,276 | 320,000 | Yes | |
| Pierre Labbé(3) Director since February 17, 2015 |
6,145 | 64,124 | n/a | 1,087,764 | 320,000 | Yes | |
| Candace MacGibbon Director since January 19, 2021 |
NIL | 17,450 | n/a | 270,126 | 320,000 | No Target to be attained by January 19, 2024 |
|
| Charles E. Page Director since April 30, 2014 |
55,215 | 74,597 | n/a | 2,009,490 | 320,000 | Yes | |
| Sean Roosen Director since April 30, 2014 Executive Chair since November 25, 2020 |
533,193 | n/a | 84,401 | 9,560,355 | 1,200,000 | Yes | |
| André Le Bel Vice President, Legal Affairs and Corporate Secretary since February 17, 2015 |
84,625 | n/a | 50,921 | 2,098,252 | 636,000 | Yes | |
| Frédéric Ruel Chief Financial Officer and Vice President, Finance since February 20, 2020 |
39,272 | n/a | 38,374 | 1,201,960 | 550,000 | Yes | |
| Sandeep Singh President and Chief Executive Officer since November 25, 2020 |
166,149 | n/a | 142,523 | 4,778,243 | 1,800,000 | Yes | |
| NOTES: | |||||||
| (1) | As provided in the Guidelines, the value of holdings is based on TSX closing price of the Common Shares of the Corporation on December 31st, 2021, being $15.48. | ||||||
| (2) | For OR Named Executives, the level of securities ownership is based on salaries effective as of January 1st, 2021. | ||||||
| (3) | Further to the closing by the Corporation of its $300 million offering of convertible senior unsecured debentures on November 3, 2017, the following directors, and OR Named Executives subscribed, directly or indirectly, in said financing however, their respective investment is not taken into account in determining their compliance with the Guidelines: Joanne Ferstman: $100,000, Pierre Labbé: $25,000, Frédéric Ruel: $50,000, and André Le Bel: $25,000. | ||||||
As at December 31, 2021, the Directors and executive officers of the Corporation held, as a group, 917,417 Common Shares of the Corporation, representing 0.55% of the Corporation's issued and outstanding Common Shares. The Directors and executive officers of the Corporation also held, as a group, 176,734 common shares of Osisko Development as at December 31, 2021, representing 0.13% of Osisko Development's issued and outstanding common shares.
As at December 31, 2021, the aggregate value of the total number of securities held by non-executive directors and Named Executives (only including the fixed component of RSUs) represents a value of $24,941,933 ($26,456,495 as of March 22, 2022).
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Corporation is committed to sound corporate governance practices. The Board of Directors has carefully considered the Corporate Governance Guidelines set forth in Policy Statement 58-201 to Corporate Governance Guidelines. A description of the Corporation's corporate governance practices is set out below in response to the requirements of Regulation 58-101 respecting Disclosure of Corporate Governance Practices ("Regulation 58-201") and in the form set forth in Form 58-101F1 "Corporate Governance Disclosure".
Majority Voting and Director Resignation Policy for Election of Directors
The Majority Voting and Director Resignation Policy for uncontested director elections is in effect since April 2014 and was last amended on March 30, 2016 to reflect comments received from the TSX. Under such policy, if a nominee does not receive the affirmative vote of at least the majority of votes cast at the meeting of Shareholders, the director shall promptly tender his or her resignation for consideration by the Governance and Nomination Committee and the Board. The Governance and Nomination Committee will consider such resignation and make a recommendation to the Board of Directors. The policy is available on the Corporation's website at www.osiskogr.com.
Composition of the Board of Directors
The Board of Directors consists of a majority of independent directors given that, of the nine (9) directors currently serving on the Board of Directors, seven (7) are considered independent directors (78% of the Board of Directors are independent). Upon election of the nominee directors, the level of independence will be maintained.
The independence of each director is determined by the Board based on the results of independence questionnaires completed by each director annually and on other information reviewed on an ongoing basis.
Policy regarding Tenure on the Board of Directors
The Board of Directors is committed to a process of Board renewal and succession-planning for non-executive directors in order to balance the benefits of experience with the need for new perspectives to the Board while maintaining an appropriate degree of continuity and adequate opportunity for transition of Board and Board Committee roles and responsibilities. Accordingly, the Corporation adopted on March 30, 2016 a policy regarding the tenure on the Board of Directors (the "Board Tenure Policy").
The Governance and Nomination Committee is responsible for recommending nominees for election to the Board and, in furtherance of such responsibility, it analyzes the competencies and skills of existing non-executive directors, oversees an annual director evaluation process, and assesses the current and future needs of the Board, including the need to comply with the Corporation's Policy regarding the diversity of the Board of Directors (as more fully described below).
In order to assist the Governance and Nomination Committee and the Board in succession-planning for non-executive directors and appropriate Board renewal, the Board has adopted limits on Board tenure. Non-executive directors will not be re-nominated for election at an annual meeting after the earlier of the following has occurred:
(a) such director has served 12 years following the later of (i) March 30, 2016 and (ii) the date on which the director first began serving on the Board (the "Term Limit"); or
(b) such director has reached the age of 72 years old on or before the date of the annual or special meeting of Shareholders of the Corporation called in respect of the election of directors (the "Retirement Age");
provided that, for greater certainty, there should be no expectation that a non-executive director will serve on the Board for the periods contemplated by the Term Limit or until such director reaches the Retirement Age (collectively the "Board Tenure Limits").
Notwithstanding the foregoing, the Board Tenure Limits shall not apply to a non-executive director who has yet to be elected annually for the fifth consecutive time by the Shareholders subject to the Corporation's Majority Voting and Director Resignation Policy. Once a non-executive director has been elected or re-elected for five (5) times, these Board Tenure Limits apply notwithstanding that such director has continued to receive satisfactory annual performance evaluations, has needed skills and experience and meets other Board policies or legal requirements for Board service.
Exceptionally, on a case-by-case basis and on the recommendation of the Governance and Nomination Committee, a non-executive director who has reached the Term Limit or the Retirement Age may be nominated to serve on the Board for up to a maximum of two (2) additional years.
In determining whether to make such a recommendation to the Board, the Governance and Nomination Committee shall consider the following factors, among others:
(a) the director has received positive annual performance assessments;
(b) the Governance and Nomination Committee believes it is in the best interests of the Corporation that the director continues to serve on the Board; and
(c) the director has been re-elected annually by the Corporation's Shareholders in accordance with the Corporation's Majority Voting and Director Resignation Policy.
Notwithstanding the foregoing, the Board retains full discretion in approving such recommendation by the Governance and Nomination Committee.
In addition, directors are expected to inform the Executive Chair of the Board or the Lead Director of any major change in their principal occupation so that the Board would have the opportunity to decide the appropriateness of such director's continuance as a member of the Board or of a Board Committee. Directors are also expected to provide the Executive Chair of the Board or the Lead Director with information as to all boards of directors that they sit on or that they have been asked to join so as to allow the Board to determine whether it is appropriate for such director to continue to serve as a member of the Board or of a Board Committee. The Governance and Nomination Committee will apply Board nominee selection criteria, including directors' past contributions to the Board and availability to devote sufficient time to fulfill their responsibilities, prior to recommending directors for re-election for another term. A copy of the Board Tenure Policy is available on the Corporation's website at www.osiskogr.com.
Independence of Directors - Majority of Directors are Independent
The Board has approved independence standards that require that a majority of its directors be independent. The independence of a director is determined in accordance with Regulation 52-110 or Regulation 58-101 further to voluntary disclosure by each director. Furthermore, the Board of Directors may determine that a director has no material relationship with the Corporation, including as a partner, Shareholder or officer of an organization that has a relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment and includes an indirect material relationship. In determining whether a director is independent, the Board applies standards derived from the Canadian Securities Administrators director independence rules. The Board determines the independence of a director when it approves director nominees for inclusion in this Circular. Based on the results of independence questionnaires completed by each nominee and other information, the Board determined that seven (7) of the nine (9) nominees proposed for election as directors have no material relationship with the Corporation and are, therefore, independent.
The following table indicates the independence status of each of the nine (9) nominees for election to the Board of Directors:
|
Name |
Independent |
Non-Independent |
Reason for Non-Independence |
|
John R. Baird |
✓ |
|
N/A |
|
Joanne Ferstman |
✓ |
|
N/A |
|
Edie Hofmeister |
✓ |
|
N/A |
|
W. Murray John |
✓ |
|
N/A |
|
Pierre Labbé |
✓ |
|
N/A |
|
Candace MacGibbon |
✓ |
|
N/A |
|
Charles E. Page |
✓ |
|
N/A |
|
Sean Roosen |
|
✓ |
Executive Chair of the Board |
|
Sandeep Singh |
|
✓ |
President and Chief Executive Officer |
Messrs. Roosen and Singh are non-independent directors given their respective position as Executive Chair of the Board and President and Chief Executive Officer.
Furthermore, in connection with the listing of the shares of the Corporation on the NYSE on July 6, 2016, the Corporation ensured that at least a majority of its directors satisfied the director independence requirements under Section 303A.02 of the NYSE corporate governance standards. On an annual basis, the Board of Directors reviews and determines the independence of each director for both Canadian and U.S. purposes.
The NYSE requires the Corporation, as a "foreign private issuer" that is not required to comply with all of the NYSE's corporate governance standards applicable to U.S. domestic issuers, to disclose any significant ways in which its corporate governance practices differ from those followed by NYSE listed U.S. domestic issuers. Except for one practice relating to internal audit function, the differences between the Corporation's practices and those required by the NYSE rules applicable to U.S. domestic issuers are not significant. The statement of differences can be found on the Corporation's website at osiskogr.com/en/governance-2/osisko-practices-and-nyse-rules/.
Non-Independent Executive Chair of the Board
The Executive Chair of the Board takes all reasonable measures to ensure the Board fulfills its oversight responsibilities. The Executive Chair is responsible for the management, the development and the effective performance of the Board, and provides leadership to the Board for all aspects of the Board's work.
In addition to the responsibilities applicable to all directors, the responsibilities of the Executive Chair of the Board include the following: (a) presiding at all meetings of the Corporation's shareholders and of the Board; (b) planning and organizing the activities of the Board in consultation with management including the preparation for, and the conduct of, Board meetings, as well as the quality, quantity and timeliness of the information that goes to the Board; (c) during Board meetings, encouraging full participation and discussion by individual directors, stimulating debate, facilitating consensus, and ensuring that clarity regarding decisions is reached and duly recorded; (d) fostering ethical and responsible decision making by the Board and its individual members; (e) providing advice, counsel and mentorship to the President and Chief Executive Officer and fellow members of the Board; (f) acting with the Lead Director as principal liaison between the independent directors and the President and Chief Executive Officer on sensitive issues; (g) ensuring, in cooperation with the President and Chief Executive Officer and the Board, that there is an effective succession plan in place for the President and Chief Executive Officer position and the other senior management positions of the Corporation; (h) assisting the President and Chief Executive Officer and other members of the senior management team in the short and long range planning activities of the Corporation, including the acquisition and growth strategies; (i) ensuring the achievement, on an annual basis, of the corporate objectives which the management team is responsible for meeting, for the review and approval by the HR Committee and Board of Directors; (j) in conjunction with the President and Chief Executive Officer, representing the Corporation before its stakeholders, including shareholders, managers and employees, the investment community, the industry and the public; (k) undertaking the lead on any corporate governance matter that the Board may request from time to time; (l) developing and maintaining a good working relationship between the Executive Chair, the President and Chief Executive Officer and the Board to assure open communication, cooperation, interdependence, mutual trust, respect, and commonality of purpose; (m) taking steps to foster the Board's understanding of its responsibilities and boundaries with management; (n) establishing any other procedures to govern the effective and efficient conduct of the Board's work; (o) establishing the agenda for the meetings of the Board in conjunction with the President and Chief Executive Officer, and ensuring the proper timely flow of information to the Board sufficiently in advance of the meetings; (p) ensuring minutes of the Board meetings are available in a timely manner; (q) ensuring Committees of the Board report to the Board on their activities; (r) assisting the Committees of the Board and Committee Chairs to bring important issues forward to the Board for consideration and resolution; and (s) carrying out other responsibilities at the request of the Board.
Independent Lead Director of the Board
The Board of Directors is led by a non-executive and independent Lead Director, which contributes to the Board's ability to function independently of Management of the Corporation. Ms. Joanne Ferstman was appointed to act as the Lead Director and serve on the Board of Directors of the Corporation in April 2014.
In addition to the responsibilities applicable to all directors of the Corporation, the responsibilities of the Lead Director of the Board include the following: (a) providing leadership to ensure that the Board functions independently of Management of the Corporation and other non-independent directors; (b) providing leadership to foster the effectiveness of the Board; (c) working with the Executive Chair to ensure that the appropriate committee structure is in place and assisting the Corporate Governance and Nomination Committee in making recommendations for appointment to such committees; (d) recommending to the Executive Chair items for consideration on the agenda for each meeting of the Board; (e) commenting to the Executive Chair on the quality, quantity and timeliness of information provided by Management to the independent directors; (f) calling, where necessary, the holding of special meetings of the Board's non-executive directors or independent directors, with appropriate notice, and establishing agenda for such meetings in consultation with the other outside or independent directors, as applicable; (g) in the absence of the Executive Chair, chairing Board meetings, including, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded; in addition, chairing each Board meeting at which only non-executive directors or independent directors are present; (h) consulting and meeting with any or all of the independent directors, at the discretion of either party and with or without the attendance of the Executive Chair, and representing such directors, where necessary, in discussions with Management of the Corporation on corporate governance issues and other matters; (i) working with the Executive Chair of the Board and the President and Chief Executive Officer to ensure that the Board is provided with the resources, including external advisers and consultants as considered appropriate by the Board, to permit it to carry out its responsibilities and bringing to the attention of the Executive Chair of the Board and the President and Chief Executive Officer any issues that are preventing the Board from being able to carry out its responsibilities; (j) conducting peer reviews through a process involving meeting with each director individually; these peer reviews will be conducted to coincide with the formal survey of board effectiveness; (k) ensuring non-management directors discuss among themselves, without the presence of Management, the Corporation's affairs and (l) carrying out other responsibilities at the request of the Board.
Policy regarding the diversity of the Board of Directors
The Corporation is committed to diversity among its Board of Directors. On March 30, 2016, the Board adopted a policy regarding the diversity of the Board of Directors (the "Diversity Policy") relating to candidate selection based on experience and expertise to achieve effective stewardship and management. In November 2021, the Board of Directors amended its Diversity Policy to establish a new timeline to reach the 40% representation of women of the directors of the Board by June 30, 2024.
In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporation's success. By bringing together people from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity to be an important attribute of a well-functioning Board, which will assist the Corporation to achieve its long-term goals.
The Corporation recognizes that gender diversity is a significant aspect of diversity and also acknowledges the important role that women with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Board. Furthermore, the Corporation believes that promotion of diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each individual candidate for director in light of the needs of the Board without focusing on a single diversity characteristic and, accordingly has not adopted specific Board diversity goals other than the gender representation target.
To ensure sound corporate governance, the Governance and Nomination Committee is guided by the following principles in recommending candidates to the Board of Directors:
i) ensuring that the Board of Directors of the Corporation is composed of directors who possess extensive knowledge, skills and competencies, diverse points of view, and relevant expertise, enabling them to make an active, informed and positive contribution to the management of the Corporation, the conduct of its business and the orientation of its development;
ii) seeking a balance in terms of the knowledge and competencies of directors to ensure that the Board of Directors can fulfil its role in all respects; and
iii) To the extent practicable, seeking directors who represent gender diversity, members of the designated groups (as defined in the Employment Equity Act), ages, cultural communities, geographic areas and other characteristics of the communities in which the Corporation conducts its business.
In order to achieve its target of 40% of women representation on the Board of Directors by June 30, 2024, the Governance and Nomination Committee shall:
- maintain a short list of potential candidates for election to the Board of Directors which list shall include a majority of women candidates; this list shall take into account that qualified candidates may be found in a broad array of organizations;
- periodically assess the effectiveness of the nomination process at achieving the Corporation's diversity objectives outlined in this Policy; and
- in order to support the specific objective of gender diversity, consider the level of representation of women on the Board and ensure that women were included in the short list of candidates being considered for a Board position.
As of the date hereof, Ms. Joanne Ferstman and Ms. Candace MacGibbon represent 22% of the nine (9) directors. Upon election of the nominee directors at the Meeting, there will be three (3) women on the Board of Directors or representing 33% of all Directors.
Further, the President and Chief Executive Officer of the Corporation is a member of the "30% Club". The "30% Club" promotes gender balance on boards to encourage better leadership and governance. In addition, the "30% Club" also aims to develop a diverse pool of talent for all businesses through the efforts of its members who are committed to better gender balance at all levels of their organizations.
At this time, the Corporation has one (1) director nominee identified as a member of a visible minority. Upon election of the nominee directors, 44% of the Board will be represented by women and a member of a visible minority group.
In making its decision to select a director nominee, the Governance and Nomination Committee considers the selection criteria approved by the Board, as well as its analysis of the Board's needs based on the above criteria. These selection criteria are reviewed periodically. The Corporation will continue to measure its Diversity Policy's efficiency to ensure to meet or exceed the target.
The Diversity Policy is reviewed annually by the Governance and Nomination Committee to ensure it is effective in achieving its objectives. Any changes to the Diversity Policy as well as additional diversity achievements will be reported annually in the Corporation's Circular. A copy of the Diversity Policy is available on the Corporation's website at www.osiskogr.com.
Policy regarding the diversity in corporate talent
The Corporation is committed to diversity among its Management team. On November 9, 2016, the Board adopted a policy regarding the diversity in corporate talent (the "Management Diversity Policy") relating to candidate selection based on merit in order to select the best person to fulfill each position within the organization. At the same time, the Corporation recognizes that diversity is important to ensure that the profiles of its team provide the necessary range of perspectives, experience and expertise required to achieve corporate objectives.
In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporation's success. By bringing together people from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity to be an important attribute of a well-functioning company, which will assist the Corporation to achieve its long-term goals.
The Corporation recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Corporation.
The purpose of the Management Diversity Policy is to communicate the importance the Corporation places on the diversity within its organization.
The Corporation believes that diversity enriches discussion and performance of the team in the pursuit of its short and long-term corporate objectives. As part of its strategy to recruit and maintain a diversified organization, it will:
- promote diversity within its team, with particular emphasis on gender diversity;
- promote the contribution of women to the success of the organization;
- assist in the development of women within the organization through training, inside sponsorship and outside mentoring;
- ensure that for every open position within the organization, at least one female be considered as a potential candidate;
- actively participate in internal and external initiatives to promote diversity in its industry with specific focus on gender diversity;
- encourage an awareness in all staff of their rights and responsibilities with regard to fairness, equity and respect for all aspects of diversity; and
- provide work environment that accommodates family and work life balance, while maintaining a high achievement culture.
The Corporation aims to have 25% of officer positions held by women.
The executive team will report annually to the Governance and Nomination Committee on its diversity program, including:
i. gender distribution of employees;
ii. corporate participation on initiatives (internal and external) to promote gender diversity; and
iii. current trends in diversity programs.
The Corporation will also report externally on its performance in the application of diversity programs.
The Management Diversity Policy will be reviewed annually by the Governance and Nomination Committee to ensure it is effective in achieving its objectives. Any changes to the Management Diversity Policy as well as additional diversity achievements will be reported annually in the Corporation's Circular. A copy of the Management Diversity Policy is available on the Corporation's website at www.osiskogr.com.
As of March 22, 2021, one woman was an executive officer of the Corporation, which represents 16.6% of the executive Management team.
Employee Diversity
The Board and Management believe that diversity and inclusion efforts contribute to a culture of performance and enhance decision making at all levels of the organization.
Accordingly, the Corporation evaluates its approach on an ongoing basis to ensure it is responsive to evolving best practices in diversity and inclusion. In its recruiting and staffing efforts, the Corporation seeks out diversity of gender, background, experience and perspective in order to foster diversity of thought and to build diverse teams.
Among the Corporation, 58% of team members and 57% of managers are women and 19% of all employees represent visible minorities.
Although the Corporation has not adopted a formal target regarding employee diversity, the Corporation monitors the diversity of its workforce on an ongoing basis and when the time comes to select a candidate for a new position or as a replacement, the Corporation considers the benefit of diversity in its selection criteria.
Board's Skills Matrix
The Governance and Nomination Committee, together with the Board Executive Chair, is responsible for determining the needs of the Board in the long-term and identifying new candidates to stand as nominees for election or appointment as directors.
The Board ensures that the skill set developed by directors, through their business expertise and experience, meets the needs of the Board.
The Governance and Nomination Committee reviews annually the credentials of the members of the Board. The following table exemplifies the current skills that each nominee possesses:
|
SKILLS |
|||||||||||
|
Directors |
Months of |
Financial(1) |
M&A(2) |
Technical/ |
Government |
International(5) |
Governance(6) |
Human Resources(7) |
Sustainability(8) |
Management(9) |
Information |
|
John R. Baird |
23 |
|
|
|
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
Joanne Ferstman |
94 |
✓ |
✓ |
|
|
✓ |
✓ |
✓ |
|
✓ |
✓ |
|
Edie Hofmeister |
n/a |
|
✓ |
|
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
W. Murray John |
25 |
✓ |
✓ |
✓ |
|
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
Pierre Labbé |
85 |
✓ |
✓ |
✓ |
|
✓ |
✓ |
✓ |
|
✓ |
✓ |
|
Candace MacGibbon |
14 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
Charles E. Page |
94 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
Sean Roosen |
94 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
Sandeep Singh |
15 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
|
NOTES: |
|
|
(1) |
Financial: Ability to understand: (i) financial statements; (ii) financial controls and measures; (iii) capital markets; and (iv) financing options. |
|
(2) |
Mergers and Acquisitions: Understanding of: (i) capital markets in friendly and unfriendly transactions; (ii) complexity of integration post-business continuation; and (iii) general legal requirements in M&A. |
|
(3) |
Technical/Mining: Understanding of: (i) exploration activities; (ii) mine operations, including risks/challenges/opportunities (mining, milling); (iii) ability to have knowledge of construction/development/planning/scheduling/monitoring of construction/contract administration/forecasting; and (iv) understanding of marketing of metals. |
|
(4) |
Government Relations: Understanding of: (i) legislative and decision-making process of governments; and (ii) experience in dealing with governments (policy-making, lobbying, etc.). |
|
(5) |
International Experience: Consists of: (i) experience in dealing with different legislative and cultural environments; (ii) understanding foreign legislative process; and (iii) understanding opportunities and risk in non-Canadian jurisdictions. |
|
(6) |
Governance: Understanding of (i) the requirements/process for oversight of management; (ii) various stakeholder requirements; and (iii) evolving trends with respect to governance of public companies. |
|
(7) |
Human Resource: Ability to: (i) review management structure for large organization; (ii) develop/assess/monitor remuneration packages (salary, benefits, long-term and short-term incentives); and (iii) understand how to motivate people. |
|
(8) |
Sustainability: Understanding of (i) environmental risks in the mining industry; (ii) government regulations with respect to environmental, health & safety; and (iii) understanding of and experience in community relations and stakeholder involvement. |
|
(9) |
Management: Ability to plan, operate and control various activities of a business. |
|
(10) |
Information Security Risk Management: Ability to manage risks associated with the use of information technology, involving identifying, assessing, and treating risks to the confidentiality, integrity and availability of Corporation's assets. |
Other Directorships
As part of its business model and in connection with its strategic investments made in other companies, either by acquiring equity interests, purchasing royalties, royalty options or otherwise, the Corporation generally expects from its directors and officers to be actively involved within such associate companies, which may include becoming a member of the board of directors of such associate companies. The Corporation acknowledges that a director or an officer serving on too many public boards of directors might be "overboarded". Consequently, all directors and officers of the Corporation must submit to the Governance and Nomination Committee any offer to join an outside board of directors in order to ensure that any additional directorship would not impair the ability to adequately fulfill the responsibilities assigned to the directors and officers of the Corporation.
As a general guideline, the Governance and Nomination Committee of the Corporation will consider that a director or officer of the Corporation should be regarded as "overboarded" if that person:
(a) has attended fewer than 75% of the Corporation's Board and Committee meetings held within the past year without a valid reason for the absences;
and
(b)
(i) if that person is President and Chief Executive Officer of a company, that person sits on more than two (2) outside public company board, in addition to the Corporation; or
(ii) if that person is not President and Chief Executive Officer of a company, that person sits on more than five (5) public company boards, in addition to the Corporation.
In determining what is an "outside public company board", the Governance and Nomination Committee specifically excludes associate companies for the reason that becoming a director of such companies is crucial in order to oversee and supervise the Corporation's investment in such associate companies. This representation allows the Corporation to protect its Shareholders' interests. In addition to being the Executive Chair of the Corporation, Mr. Sean Roosen is also Chair of the board and Chief Executive Officer of Osisko Development, Director of Osisko Mining and Chair and Chief Executive Officer of Osisko Green Acquisition Limited. Mr. Roosen played a major role in the foundation or launch of these companies associated with the Corporation and because of his in-depth knowledge of the industry and the business of these companies, he can diligently comply with the board commitments as part of his regular duties.
The table below sets forth the name of each nominee director of the Corporation who is currently a director of another organization that is a reporting issuer, as also described under the section entitled "Election of Directors" in this Circular:
|
Nominee |
Other Reporting Issuers |
Industry Classification |
Market and |
Board Committee Membership |
|
John R. Baird |
Canfor Corporation |
Paper and forest products |
TSX – CFP |
Joint Environmental, Health and Safety Committee - Member |
|
Canfor Pulp Products Inc. |
Paper and forest products |
TSX – CFX |
Joint Environmental, Health and Safety Committee - Member |
|
|
Canadian Pacific Railway Limited |
Transportation and environmental services |
TSX/NYSE – CP |
Corporate Governance and Nomination Committee - Member Risk and Sustainability Committee - Member |
|
|
Canadian Pacific Railway Company |
Transportation and environmental services |
NYSE/London – CPRY |
–
|
|
|
Joanne Ferstman |
Dream Unlimited Corp. |
Real Estate Company |
TSX – DRM |
Chair of the Board Audit Committee - Chair Organization, Design and Culture Committee - Member Leaders and Mentors Committee - Member |
|
Cogeco Communications Inc. |
Communications and Media |
TSX – CCA |
Audit Committee - Chair |
|
|
ATS Automation Tooling Systems Inc. |
Industrial products - fabricating and engineering |
TSX – ATA |
Audit and Finance Committee - Chair |
|
|
Osisko Development(1) |
Mining Company |
TSX-V – ODV |
Audit and Risk Committee - Member |
|
Nominee |
Other Reporting Issuers |
Industry Classification |
Market and |
Board Committee Membership |
|
Edie Hofmeister
|
Minto Metals Corp. |
Mining Company |
TSX-V – MNTO |
Governance, Compensation and Nominating Committee - Chair Health, Safety, Environment, Community and Technical Committee - Member |
|
Nighthawk Gold Corp. |
Mining Company |
TSX – NHK |
Governance and Compensation Committee - Member
|
|
|
Prime Mining Corp. |
Mining Company |
TSX-V – PRYM |
Nominating and Governance Committee - Chair
|
|
|
W. Murray John
|
Discovery Silver Corp. (formerly Discovery Metals Corp.) |
Mining Company |
TSX-V – DSV |
Chair of the Board |
|
O3 Mining Inc. |
Mining Company |
TSX-V – OIII |
Lead Director Corporate Governance and Nomination Committee - Chair |
|
|
Prime Mining Corp. |
Mining Company |
TSX-V – PRYM |
Chair of the Board Sustainability Committee - Member |
|
|
Pierre Labbé |
None |
|||
|
Candace MacGibbon |
Carbon Streaming Corporation |
Carbon Streaming Company |
Frankfurt, Canada - Neo Exchange – NETZ |
Audit Committee - Member |
|
Charles E. Page |
Unigold Inc. |
Mining Company |
TSX-V – UGD |
Audit Committee - Member |
|
Osisko Development |
Mining Company |
TSX-V – ODV |
Lead Director |
|
|
Sean Roosen |
Osisko Development |
Mining Company |
TSX-V – ODV |
Chair of the Board |
|
Osisko Mining - Associate company |
Mining Company |
TSX – OSK |
– |
|
|
Osisko Green Acquisition Limited |
Special Purpose Acquisition Company |
TSX – GOGR |
Chair of the Board |
|
|
Sandeep Singh |
None |
|||
NOTE:
(1) Ms. Ferstman will not be standing for re-election for the Osisko Development board of directors, which term is expected to terminate in April 2022.
Interlocking Directorships
As of the date of the Circular, there are no interlocks of the independent director nominees serving on the compensation or equivalent committee or board of directors of another reporting issuer which has any executive officer or director serving on the HR Committee or Board of Directors of the Corporation. However, there are a number of interlocking relationships, namely: Ms. Joanne Ferstman, Messrs. Roosen and Page whom serve on the board of directors of Osisko Development. Ms. Ferstman will not stand for re-election for the Osisko Development board of directors, which term is expected to terminate in April 2022. The Board and the Governance and Nomination Committee assessed the interlock and determined that there was no conflict or other concerns for the Corporation over the independence of these directors since Osisko Development is a subsidiary and is not a competitor of the Corporation.
Independent Directors Meetings
The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of Management are not in attendance. However, where deemed necessary by the independent directors, the independent directors do hold in-camera sessions exclusive of non-independent directors and members of Management, which process facilitates open and candid discussion amongst the independent directors. A private session is included in every agenda of every board and committee meeting.
Related Party Transactions
As part of our year-end procedures, management distributes a detailed questionnaire to each member of the Board and the officers of the Corporation in order to inquire as to their knowledge of any related party transaction. Accordingly, the Corporation's internal audit procedures include: (i) distributing a detailed questionnaire to all directors and officers of the Corporation; (ii) identification and coding of related party transactions; (iii) reviewing the Corporation's current related parties and associated transactions (as applicable); (iv) disclosures from Board members and officers regarding their ownership of other entities; (v) participation on additional Boards and previous employment history; (vi) analyzing the results received; and (vii) the Corporation has established guidelines to assist its accounting personnel to determine whether a supplier qualifies as a related party.
In addition, the Corporation has investments in associates over which the Corporation has significant influence. Accordingly, when assessing whether the Corporation exercises significant influence or not over such associates, Management evaluates a number of key factors, namely:
- Equity interest held by the Corporation;
- Officer or director role occupied by an officer and/or director of the Corporation;
- Importance of roles such as Chief Executive Officer or Chair of the Board of Directors; and
- Material/significant transactions with the associate.
A report on related party transactions disclosed annually by directors and officers is provided to the Audit and Risk Committee for review and consideration.
Record of Attendance
During the 2021 financial year, the Board of Directors held 10 meetings, the Audit and Risk Committee held 4 meetings, the HR Committee held 5 meetings, the Governance and Nomination Committee held 4 meetings and the Environmental and Sustainability Committee 3 meetings. Overall the combined director attendance at meetings of the Board and its standing Committees was 99%. A record of attendance of each director at Board and Committee meetings held for the financial year ended on December 31, 2021 is set out under heading "2021 Board and Committee Attendance Record" of this Circular.
Board Mandate
The Corporation's Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by Management. The Corporation's Board's consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. The Corporation's Board delegates to Management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporation's business in the ordinary course, managing the Corporation's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Corporation's Board also looks to Management to provide recommendations respecting corporate objectives, long-term strategic plans and annual operating plans. The Corporation's Board has a written mandate governing its operation, a copy of which is attached in this Circular as Schedule "A".
The following figure illustrates the dynamic between the Board, the Committees of the Board, the Shareholders of the Corporation and independent auditors.
Position Descriptions
The Board has developed written position descriptions for the Executive Chair of the Board and the Chairs of the Board Committees, as well as one for the Lead Director and the President and Chief Executive Officer. Such position descriptions can be found on the Corporation's website at www.osiskogr.com.
Orientation and Continuing Education
To facilitate the process of the orientation of new directors and to provide easily access documentation to current directors, the Corporation has developed a Directors' Handbook. This reference guide provides information related to:
i. The Corporation and its activities;
ii. Structure of assets (royalties, streams and offtakes);
iii. Strategic plan;
iv. Corporate policies;
v. Information on the mining industry and royalty business;
vi. Site visits;
vii. Board and Committee Charters; and
viii. Information on directors and officers of the Corporation.
Throughout the year, the Board and Committee Members receive formal presentations by Management and external advisors, and are provided documentation from various advisors and consultants on various topics, including:
- Mineral royalty sector;
- Commodity prices;
- Mining industry opportunities and risks;
- Current governance issues;
- Talent management;
- Economic forecasts;
- Mining company performance;
- Reports on the Corporation by investment dealer analysts;
- Feedback from institutional and retail Shareholders;
- New developments in financial accounting and reporting controls;
- Financial reporting and risks; and
- Updates on political matters.
Furthermore, the Corporation is a corporate member of the Institute of Corporate Directors ("ICD") and each member of the Board of Directors receive educational material from the ICD and may attend their conferences. The fees for attending conferences and educational sessions are reimbursable by the Corporation.
Listed below are education events attended or presented by directors of the Corporation during the year:
|
Director |
Month |
Topic |
|
Joanne Ferstman: |
|
|
|
Attendee |
2021 |
Tax Presentations - Deloitte Touche Tohmatsu Limited |
|
Attendee |
2021 |
Valuation Issues - PricewaterhouseCooper LLP |
|
Attendee |
2021 |
Valuation for mergers and acquisitions (US advisors) |
|
Attendee |
2021 |
CMHC - Real Estate Issues - CMHC Chief Executive Officer |
|
Attendee |
2021 |
Green Mining |
|
Attendee |
2021 |
Cybersecurity - Cogeco |
|
Attendee |
2021 |
Executive Compensation - Hugessen Consulting |
|
Attendee |
2021 |
Asset Management Compensation - US advisors |
|
Attendee |
2021 |
Impact Investing - Advisors |
|
Pierre Labbé: |
|
|
|
Attendee |
01/2021 |
ESG integration trends in capital markets (Millani's) |
|
Attendee |
03/2021 |
Change management and business process optimization |
|
Attendee |
04/2021 |
PricewaterhouseCoopers LLP - Update Information First Quarter Financial |
|
Attendee |
04/2021 |
Communication and Organizational Leadership - Webinar - Best Practices for digital IR (Bright Talk) |
|
Attendee |
07/2021 |
Optimizing your emotional intelligence by LumiQ |
|
Attendee |
07/2021 |
Personal Efficiency - The Future of Human Resources |
|
Attendee |
07/2021 |
Communication and Organizational Leadership - An Olympian's lessons for Improving Teamwork |
|
Attendee |
07/2021 |
The Rise of ESG Reporting: Impacting the word and your bottom line |
|
Attendee |
08/2021 |
Business Valuations |
|
Attendee |
08/2021 |
IAS 36 - Impairment by LumiQ |
|
Attendee |
08/2021 |
Risk Management - Reputational Risk Management: Knowing how to develop the right reflexes (Collège des administrateurs de sociétés) |
|
Attendee |
08/2021 |
Governance - HR Trends: Board concerns in a changing world upheaval (Collège des administrateurs de sociétés) |
|
Attendee |
08/2021 |
#Me Too, Social Media and Bullying: Ethical Issues impacting the Modern Workplace |
|
Attendee |
08/2021 |
Information Security - Directors and Cybersecurity: Preventing Threats by understanding its role (Collège des administrateurs de sociétés) |
|
Attendee |
08/2021 |
Operational management and administration - Management 3.0 - Mo Technologia |
|
Attendee |
08/2021 |
Communication and Organizational Leadership - Developing Mental Toughness |
|
Attendee |
08/2021 |
Asking the tough questions: Ethics and Biases in AI by LumiQ |
|
Attendee |
09/2021 |
Training on integrated risk management |
|
Attendee |
10/2021 |
PricewaterhouseCoopers LLP - Update Information Third Quarter Financial |
|
Attendee |
11/2021 |
PricewaterhouseCoopers LLP - Update Information Fourth Quarter Financial |
|
Sean Roosen: |
|
|
|
Speaker |
01/2021 |
TD Conference - Corporate Presentation |
|
Speaker |
02/2021 |
BMO Conference - Corporate Presentation |
|
Attendee/Speaker |
02/2021 |
RBC Mining Star Conference - Corporate Presentation |
|
Speaker |
07/2021 |
Sprott Natural Resource - Living Legend Panel |
|
Attendee |
09/2021 |
Precious Metal Summit |
|
Speaker |
09/2021 |
Eight Capital 2021 Virtual Precious Metals Symposium |
|
Speaker |
09/2021 |
Denver Gold Forum |
|
Director |
Month |
Topic |
|
Sandeep Singh: |
|
|
|
Speaker |
01/2021 |
Sidoti Winter Conference |
|
Speaker |
01/2021 |
CIBC Conference |
|
Speaker |
01/2021 |
TD Conference |
|
Speaker |
03/2021 |
BMO Conference |
|
Speaker |
04/2021 |
John Tumazo's Conference |
|
Speaker |
04/2021 |
European Gold Forum |
|
Speaker |
05/2021 |
Bank of America Conference |
|
Speaker |
05/2021 |
121 Conferences - EMEA |
|
Speaker |
06/2021 |
Sidoti Conference |
|
Speaker |
07/2021 |
Rule Symposium Conference |
|
Speaker |
09/2021 |
Denver Gold Forum |
|
Speaker |
09/2021 |
Sidoti Fall Small Cap Conference |
|
Speaker |
11/2021 |
RBC Mining Conference |
|
Speaker |
11/2021 |
NBF Precious Metals Conference |
|
Speaker |
11-12/2021 |
Scotia Conference |
Ethical Business Conduct
The Board has adopted a Code of Ethics (the "Code of Ethics") applicable to all of its directors, officers and employees.
The Code of Ethics communicates to directors, officers and employees' standards for business conduct in the use of Osisko time, resources and assets, and identifies and clarifies proper conduct in areas of potential conflict of interest. Each director, officer and employee is provided with a copy of the Code of Ethics and is asked to sign an acknowledgement that the standards and principles of the Code of Ethics will be maintained at all times on Osisko business. The Code of Ethics is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) compliance with laws, rules and regulations; (c) prompt internal reporting of Code of Ethics violations; and (d) accountability for adherence to the Code of Ethics. Violations from standards established in the Code of Ethics, and specifically under internal accounting controls, are reported to the Vice President, Finance and Chief Financial Officer or to the Vice President, Legal Affairs and Corporate Secretary and can be reported anonymously. The Vice President, Finance, Chief Financial Officer and the Vice President, Legal Affairs and Corporate Secretary will report to the Audit and Risk Committee who will report to the Board any reported violations at least quarterly, or more frequently depending on the specifics of the reported violation.
The Executive Chair of the Board and the President and Chief Executive Officer and the Governance and Nomination Committee are responsible for promoting a corporate culture, which supports the highest of ethical standards, encourages personal integrity and assumes social responsibility.
The Corporation will adopt, from time to time, policies and guidelines relating to ethics that apply to all directors, officers and employees of the Corporation. The Corporation's Code of Ethics will be reviewed on an annual basis as well as adherence thereto.
The Code of Ethics is distributed to and signed by each of the Corporation's employees when they are hired. Directors, officers and designated employees are required, on an annual basis, to declare their commitment to abide by the Corporation's Code of Ethics. Management of the Corporation reports annually to the Governance and Nomination Committee all non-compliance statements so disclosed by directors, officers and designated employees.
The Corporation's Code of Ethics provides that directors, officers and employees must avoid conflicts of interest, both real and perceived. In practice, should a director have a material interest or be otherwise in conflict of interest as regards a transaction or agreement considered by the Board, he must disclose his conflict of interest and withdraw from any discussions, assessment or decision related to the particular transaction or agreement.
In the event any transactions or agreements are contemplated in respect of which a director or Executive Officer has a material interest, the matter must be initially reviewed by the Audit and Risk Committee and is then submitted to the Board of Directors. The Board may implement any measures that it finds necessary in order to ensure the exercise of independent judgment. In the event a director has a material interest in any transaction or agreement, such director will abstain from voting in that regard.
In addition, the Board has established under the Corporation's Internal Whistle Blowing Policy, a process for the receipt and treatment of all complaints concerning accounting, internal accounting controls, auditing or related matters submitted by any employee, including procedures for the confidential anonymous submissions by employees of concerns regarding said matters. To help in this process, the Corporation established an Ethics Line, which is a phone and Internet-based reporting system (1-844-687-8700 or ethics@osiskogr.com). All communications are forwarded directly to the Chair of the Audit and Risk Committee and to the Vice President, Legal Affairs and Corporate Secretary.
There has been no "questionable event" (as defined in the Whistle Blowing Policy) communicated in 2021 through the ethics line or otherwise, to report any conduct of a director or Executive Officer that would constitute a departure from the Code of Ethics.
The policy on the prevention of psychological or sexual harassment in the workplace and the handling of complaints (the "Harassment Policy") is in effect since 2019. The Corporation does not tolerate nor accept any form of psychological or sexual harassment. The Harassment Policy is intended to prevent and put an end to any situation of psychological or sexual harassment in its business, including any form of discriminatory harassment. The Harassment Policy also provides for intervention measures applicable to harassment complaints filed or situations of harassment reported to the Corporation. All communications are forwarded directly to the Executive Chair of the HR Committee, the Vice President, Legal Affairs and Corporate Secretary and the Manager, Tax.
Through the above-noted methods, the Board encourages and promotes a culture of ethical business conduct. In addition, the directors, officers and employees of the Corporation are expected to act and to hold their office within the best interests of the Corporation. The Corporation expects that all directors shall act in compliance of all laws and regulations applicable to their office as director of the Corporation.
There has been no psychological or sexual harassment communicated in 2021 to the responsible persons designated by the Corporation.
Environmental, Social and Governance Matters
The Corporation enhanced its environmental, social and governance ("ESG") efforts by forming the Environmental and Sustainability Committee. This committee is exclusively focused on ESG related topics, including but not limited to, reviewing the Corporation's investment due diligence process as it relates to ESG matters, considering corporate environmental policies and broader stakeholder relations, and providing oversight for communication of sustainability matters. In March 2021, the Corporation joined the United Nations Global Impact to formally commit to its Ten Principles that cover human rights, labour, environment and anti-corruption.
Although the Corporation is not actively involved in the exploration, development or operation of mining projects on which it owns a stream or a royalty, the Corporation's strategy to mitigate ESG risks consists of evaluating the risk factors related to a mining asset before making an investment and by closely monitoring an asset's performance post transaction. The Corporation is committed to promoting sustainable development through its investments and applies strict responsibility guidelines across all of its business decisions. The Environmental and Sustainability Committee has worked closely with Management on delivering its inaugural ESG report entitled "Growing Responsibly" in April 2021. The Corporation's goal, with the release of its first ESG report, is to facilitate ongoing discussions of its risk management processes and help stakeholders assess its relative exposure to, and performance managing, ESG issues. In addition to a discussion of corporate governance practices, the report provides a focused review of how Osisko assesses potential investments through its diligence process and monitors existing assets to ensure the Corporation is well positioned to deliver growth responsibly.
As part of the Corporation's ongoing efforts to increase disclosures and transparency, and help make the Corporation's strategy on ESG matters more widely known and understood, the Corporation will be delivering its second ESG report in April 2022. Additional information on the Corporation's evolving governance practices can be found on the Corporation's website at https://osiskogr.com/en/evolving-governance-practices/.
Other Governance Matters
The Corporation complies with all Québec and applicable labour legislation, and recognizes the freedom of the right of association.
In addition, the Corporation does not tolerate nor accept any form of discrimination within the company and any conduct, which constitutes discrimination shall result in the imposition of disciplinary measures, including dismissal.
Since inception, the Corporation has not suffered any workplace fatalities.
Shareholder's Outreach Program
The Board of Directors and the Governance and Nomination Committee have adopted a Shareholder outreach program (the "Outreach Program") as it believes that constructive engagement with the Corporation's shareholders is important for good corporate governance and transparency.
As part of the Outreach Program, the Board welcomes shareholder inquiries and comments relating to: (i) corporate governance practices and disclosure; (ii) corporate responsibility and environmental, social and governance matters; (iii) executive performance, compensation and succession planning; and (iv) Board and Committee composition and succession planning.
Matters not directly related to the foregoing are more appropriately addressed by management through the Corporation's Investor Relations team. All shareholder inquiries and comments relating to the Corporation's business, investments, financial results, strategic direction and similar matters should be directed to the Corporation's Investor Relations team.
The Board, under the Outreach Program and through the Governance and Nomination Committee, establishes annually a program to engage directly with key shareholders to discuss Board Matters. This program allows the Lead Director and the Chair of the Governance and Nomination Committee, together with the Chair of any other relevant committee of the Board, if necessary, to exchange views regularly with shareholders on relevant governance topics and trends, receive feedback on the performance of the Corporation and the Board with respect to Board matters and discuss potential areas of improvement, if any. In April and May 2021, the President and Chief Executive Officer, the Chair and the former Chair of the Governance and Nomination Committee met with five (5) significant shareholders of the Corporation, in order to discuss certain governance matters. Various subjects were discussed during these meetings, including governance matters, ESG and overall strategic direction.
Contacting Osisko's Board of Directors
Shareholders, employees and other interested parties may communicate directly with the Board by:
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1. Writing to: |
Executive Chair of the Board or Lead Director of the Board 1100 Avenue des Canadiens-de-Montréal |
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2. Calling: |
514-940-0670 |
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3. Emailing: |
Chair-Board@osiskogr.com or Lead-Director@osiskogr.com |
Committees of the Board
The Board has established four (4) standing committees, namely: the Audit and Risk Committee, the Governance and Nomination Committee, the Human Resources Committee and the Environmental and Sustainability Committee. Following is a description of the authority, responsibilities, duties and function of such committees.
Governance and Nomination Committee
The Governance and Nomination Committee is responsible for the monitoring of the Corporation's corporate governance and nomination matters.
The Governance and Nomination Committee has the general mandate to (i) consider and assess all issues that may affect the Corporation in the areas of corporate governance and nomination generally; (ii) recommend actions or measures to the Board to be taken in connection with these two (2) areas; and (iii) monitor the implementation and administration of such actions or measures, or of corporate policies and guidelines adopted by regulatory authorities or the Board with respect to said two (2) areas. The Chair of the Governance and Nomination Committee is also responsible to conduct the Corporation's outreach program toward Shareholders and stakeholders.
Corporate governance practices determine the process and structure used to manage and run the internal and commercial business of the Corporation with a view to preserving its financial and operational integrity, complying with all applicable rules in general and increasing its value to Shareholders.
As regards corporate governance matters, the Governance and Nomination Committee is responsible for establishing practices which must be followed and should be in line with corporate governance rules and guidelines in effect from time to time as adopted by relevant authorities. The Governance and Nomination Committee is also responsible for recommending to the Board new candidates for director and to assist the Board in the assessment of the performance of senior officers, of the Board and its committees and of individual directors.
The Governance and Nomination Committee met four (4) times during the most recently completed financial year. Since May 12, 2021, the Governance and Nomination Committee is composed of the following four (4) independent directors:
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John R. Baird (Chair) |
Pierre Labbé |
Christopher C. Curfman |
Murray John |
Work Performed by the Governance and Nomination Committee
The following summarizes the work highlights performed by the Governance and Nomination Committee in 2021 and beginning of 2022:
- reviewed and recommended approval by the Board of Directors of the 2021 management information circular;
- reviewed the 2021 Shareholder voting rights results;
- reviewed and approved the Board assessment questionnaire and assessment process;
- reviewed Management's practices in maintaining open and transparent communications with the Board;
- reviewed the skills matrix of the members of the Board;
- reviewed the Corporation's disclosure on regulatory filings to assess any potential conflict and related party transactions;
- reviewed the directors' 2021 education program;
- reviewed and recommended to the Board to approve the amended position descriptions of the Executive Chair of the Board, the Lead Director, the Committee Chairs and the President and Chief Executive Officer;
- reviewed and recommended to the Board to approve changes the Charters of the Governance and Nomination Committee and that of the Board;
- reviewed and approved the Governance and Nomination Committee Annual Work Program;
- reviewed and recommended to the Board to approve changes to the Code of Ethics, the Majority Voting and Director Resignation Policy, the Securities Trading Policy, the Diversity Policy, the Policy regarding Tenure on the Board of Directors, the Policy regarding the diversity in corporate talent and the Disclosure Policy;
- reviewed and recommended to the Board to approved the amended the securities ownership guidelines;
- reviewed the Board self-assessment and evaluation;
- reviewed the evergreen list of candidates for election to the Board and recommended a "short list" of candidates;
- searched for and selected a director nominee and recommended to the Board Ms. Hofmeister's candidacy;
- reviewed the list of directorship of public companies held by members of Management of the Corporation as representative of the Corporation;
- reviewed the Corporation's governance practices, including Board tenure, independence, overboarding and conflict of interest procedures;
- reviewed the composition of the Board and its Standing Committees; and
- reviewed Management's relationship with the Board of Directors as well as the effectiveness the Corporation's Management organization structure.
Audit and Risk Committee
The Audit and Risk Committee meets regularly in order to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the following: (i) in its oversight of the Corporation's accounting and financial reporting principles and policies and internal audit controls and procedures; (ii) in its oversight of the integrity and transparency of the Corporation's financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the external auditors; (iv) in evaluating the independence of the external auditors; (v) in its oversight of the Corporation's risk identification, assessment and management program; and (vi) in the Corporation's compliance with legal and regulatory requirements in respect of the above.
The function of the Audit and Risk Committee is to provide independent and objective oversight. The Management of the Corporation is responsible for the preparation, presentation and integrity of the Corporation's financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit of the Corporation's annual financial statements and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit and Risk Committee are not full-time employees of the Corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence. As such, it is not the duty or responsibility of the Audit and Risk Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit and Risk Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and external to the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit and Risk Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors) and (iii) representations made by Management as to non-audit services provided by the auditors to the Corporation.
The Board has adopted the Audit and Risk Committee Charter, mandating the role of the Audit and Risk Committee in supporting the Board in meeting its responsibilities to Shareholders.
The Audit and Risk Committee met four (4) times during the most recently completed financial year. Since May 12, 2021, the Audit and Risk Committee is composed of the following four (4) independent directors:
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Joanne Ferstman (Chair) |
Pierre Labbé |
Candace MacGibbon |
Charles E. Page |
Information Security Risk Oversight and Management
All members of the Audit and Risk Committee are independent and knowledgeable about information security risk management. Management provides a report on information technology security, including cyber risks, data security, increased risks due to the COVID-19 pandemic, ongoing staff training, mitigation and resilience to the Audit and Risk Committee at each of its quarterly meetings. Three (3) Directors have information security experience. In the last three years, there have been no occurrences of security breach that generated expenses nor has there been expenses incurred from information security breach penalties and settlements. In addition, the Corporation has not experienced an information security breach in the last three years. The Corporation is currently evaluating the possibility of entering into an information security risk insurance policy. Since the Corporation is listed on the New York Stock Exchange and is subject to Sarbanes-Oxley Act of 2002 ("SOX") reporting requirements, the Corporation's systems are part of the annual SOX audit performed by the Corporation's auditors as well as an independent specialized firms are engaged to conduct specific procedures on our information security systems.
Work Performed by the Audit and Risk Committee
The following summarizes the work highlights performed by the Audit and Risk Committee in 2021 and beginning of 2022:
- reviewed the Audit and Risk Committee Charter;
- reviewed and approved the Audit and Risk Committee Annual Work Program;
- reviewed Management's report on the Corporation's Risk Evaluation Review for the year 2021 with quarterly updates;
- reviewed Management's report on impairment of assets;
- reviewed and approved the Corporation's auditors' Audit Plan;
- reviewed the Corporation's internal audit function;
- reviewed and recommended approval by the Board of Directors of proposed changes to the Corporation's Investment Policy, Delegation of Authority Policy and the U.S. Dollar Hedging Policy;
- reviewed the Corporation's financial group review for development and succession planning;
- reviewed policy on procedures for approval of audit and non-audit services by external auditor and approve their fees;
- reviewed the Corporation's review process in determining related party transactions;
- reviewed and recommended approval by the Board of Directors of the consolidated financial statements, management's discussion and analysis and press releases for the year 2021;
- reviewed and recommended approval by the Board of Directors of the quarterly financial statements, management's discussion and analysis and press releases related thereto;
- monitored compliance requirements with the Securities and Exchange Commission, including the Sarbanes-Oxley Act of 2002, and the New York Stock Exchange;
- considered and recommended to the Board of Directors the appointment of the auditors of the Corporation;
- reviewed the efficiency of the Audit and Risk Committee;
- reviewed the Corporation's internal controls and compliance certifications on a quarterly basis;
- reviewed and approved audit and non-audit work fees;
- reviewed the Corporation's report on cash management;
- reviewed the Corporation's information technology related activities;
- reviewed the Corporation's insurance coverage;
- reviewed the Corporation's tax matters;
- reviewed the Corporation's accounting policies;
- received documentation provided by Management on continuing education;
- reviewed and monitored whistle blowing and litigation matters; and
- met (in camera) with the Auditors of the Corporation on a quarterly basis.
Additional reference is made to the Section entitled "Audit and Risk Committee" of the Corporation's Annual Information Form ("AIF") that contains the information required by section 5.1 of Form 52-110F1 of Regulation 52-110. The Corporation's AIF is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of same will be provided free of charge, upon request, to any Shareholder of the Corporation.
Human Resources Committee
The HR Committee is responsible for approving compensation objectives and the specific compensation programs for policies and practices of the Corporation on matters of remuneration, succession planning, human resources recruitment, development, retention and performance evaluations, which policies are developed and implemented in conformity with the Corporation's objectives with the view to attracting and retaining the best qualified management and employees. The HR Committee is responsible for recommending, monitoring and reviewing compensation programs for senior executives. It is also responsible to oversee treatment of complaints received pursuant to the Policy on the prevention of psychological or sexual harassment in the workplace and the handling of complaints.
The HR Committee met five (5) times during the most recently completed financial year. Since May 12, 2021, the HR Committee is composed of four (4) independent directors:
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Pierre Labbé |
Christopher C. Curfman |
Joanne Ferstman |
Candace MacGibbon |
The work performed by the HR Committee is disclosed under heading "Work Performed by the Human Resources Committee" of this Circular.
Environmental and Sustainability Committee
The Environmental and Sustainability Committee is responsible for overseeing environmental, sustainable and corporate responsibility/governance matters consistent with corporate objectives and stakeholders' expectations. Given that the Corporation does not conduct physical operations, its mandate is focused on obtaining information from operating companies in which it has an interest or which operates properties underlying the Corporation's assets, which enables the Corporation to protect its interests by monitoring the ESG performance of such operating companies. As such, the Environmental and Sustainability Committee has the general mandate to (i) consider and evaluate the Corporation's own ESG matters; (ii) obtain, when possible, confirmation, from such operating companies that they comply with applicable laws; have developed and implemented appropriate ESG policies and procedures for their operations, including by implementing corporate policies, guidelines and procedures required to comply with laws and address widely accepted ESG matters; and (iii) recommend to the Board the steps to be taken in connection with these matters.
The Environmental and Sustainability Committee met three (3) times during the most recently completed financial year. Since June 22, 2020, is composed of three (3) independent directors:
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W. Murray John |
John R. Baird |
Charles E. Page |
Work Performed by the Environmental and Sustainability Committee
The following summarizes the work highlights performed by the Environmental and Sustainability Committee in 2021 and beginning of 2022:
- reviewed and discussed corporate goals of the be established;
- reviewed the Environmental and Sustainability Committee Charter and approved its Annual Work Program;
- received a presentation on ESG disclosure workstream from consultant;
- reviewed the inaugural ESG report;
- reviewed the Corporation's environmental, social and governance goals, timeline and steps to determine its objectives;
- received quarterly review on the Corporation's evolution on ESG matters and due diligence processes;
- discussed the timeline and disclosure relative to the Corporation's second ESG report.
Nomination of Directors
In consultation with the Executive Chair of the Board, the Governance and Nomination Committee annually reviews the competencies and skills the members of the Board should possess as well as the skills, areas of expertise, background, independence and qualifications credentials of nominees for election or re-election as members of the Board of Directors. If vacancies occur on the Board, the Governance and Nomination Committee would recommend nominees to the Board, consider their qualifications, the validity of the credentials underlying each nomination, and, for nominees who are already directors of the Corporation, an evaluation of their effectiveness and performance as members of the Board of Directors, including their attendance at Board and Committee meetings. The use of a skills matrix is also an additional tool in recommending nominees to the Board of Directors. The Board's current skills matrix is set out under heading "Board's Skills Matrix" of this Circular.
The Governance and Nomination Committee maintains a list of potential director candidates for planned and unforeseen vacancies through an evergreen diversified list, which is comprised of a majority of women candidates.
Board Assessment
A detailed questionnaire is distributed annually to each member of the Board in order to enable individual directors to provide feedback on the effectiveness of the Board and its standing Committees as well as the contribution of each member. As part of the assessment process review, each Board member will assess the performance of the respective Committees of the Board.
In addition, the results of the questionnaires are compiled by the Assistant Corporate Secretary and reviewed by the Vice President, Legal Affairs and Corporate Secretary and thereafter provided to the Lead Director, the Chair of the Governance and Nomination Committee and the President and Chief Executive Officer of the Corporation. The Lead Director may decide to contact each director and to conduct a confidential one-on-one meeting to discuss the results and any issues arising from the performance assessments. Following the evaluation process, the compiled results are provided to the members of the Governance and Nomination Committee and the members of the Board for discussion at the year-end meetings.
The Governance and Nomination Committee assesses the operation of the Board and its standing Committees, the adequacy of information given to directors, communication between the Board and Management, the Board size and overall skills. The Governance and Nomination Committee also recommends changes to the Board in order to enhance its performance based on the survey feedback.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Since January 1st, 2021, no director or executive officer of Osisko, or Shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associates or affiliates of such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Corporation.
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
There is no indebtedness outstanding with any current or former director, executive officer or employee of the Corporation or its subsidiaries which is owing to the Corporation or its subsidiaries, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries, entered into in connection with a purchase of securities or otherwise.
LIABILITY INSURANCE
The Corporation subscribes to liability insurance for the benefit of its directors and officers to cover them against certain liabilities contracted by them in such capacity. For the most recently completed financial year, this insurance provided for a coverage limit of US$100 million per loss and policy year until September 30, 2021 and US$75 million thereafter, and the premium paid by the Corporation amounted to US$1.4 million on an annualized basis. Osisko Development is covered under the same policy as the Corporation (as long as Osisko Development is not listed on a U.S. exchange) and shares the coverage limit. A fraction of the premium is assumed by Osisko Development. When the Corporation is authorized or required to indemnify an insured, a deductible of US$5 million applies. The policy contains standard industry exclusions.
APPOINTMENT AND REMUNERATION OF AUDITORS
The Board of Directors and the Audit and Risk Committee of the Corporation recommend that Shareholders vote for the appointment of PricewaterhouseCoopers LLP a partnership of chartered professional accountants ("PwC"), as independent auditor of the Corporation for the fiscal year ending December 31, 2022 and to authorize the directors to establish their remuneration. PwC was originally appointed on April 30, 2014.
Unless the form of proxy states otherwise, or if the right to vote is not exercised for the appointment of the auditors, the persons named in the enclosed form of proxy intend to VOTE FOR the re-appointment of PwC, Chartered Professional Accountants, as independent auditor of the Corporation and for the directors to fix their remuneration.
The following table illustrates in detail the components of the fees incurred in 2021 and in 2020:
| Year | Audit Fees(1) ($) |
Audit Related Fees ($) |
Tax Fees(2) ($) |
All Other Fees ($) |
| December 31, 2021 | 966,148 | 66,150 | 96,590 | - |
| December 31, 2020 | 1,265,182 | 119,438 | 164,844 | - |
NOTES:
(1) Audit fees include services rendered in connection with the audit of the Corporation's annual consolidated financial statements and annual audit fees for two separate audit opinions of two subsidiaries of the Corporation. Audit fees were higher in 2020 primarily due to the services rendered in relation to the Filing Statement of Barolo Ventures Corp. dated as of November 20, 2020 in respect of the reverse takeover transaction involving the Corporation.
(2) The audit-related fees are related to translation services for financial statements and management's discussion and analysis reports.
(3) Tax fees are related to tax compliance, tax planning and tax advice services for the preparation of corporate tax returns and proposed transactions.
APPROVAL OF AMENDMENTS TO THE DEFERRED SHARE UNIT PLAN AND APPROVAL OF THE UNALLOCATED RIGHTS AND ENTITLEMENTS UNDER THE PLAN
The Shareholders of the Corporation originally approved the Corporation's DSU Plan and unallocated rights and entitlements under the plan in May 2019. The TSX rules provide that unallocated rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years.
The DSU Plan provides for a maximum number of Common Shares, which shall not exceed 0.5% of the issued and outstanding Common Shares of the Corporation at all times.
Pursuant to a review of all current and proposed equity based plans, the Board of Directors approved on April 1st, 2022 amendments to the DSU Plan which consist of limiting the annual grant date value of $150,000 to each eligible director across all equity-based compensation plans of the Corporation in aggregate; this limit excludes the one-time initial grant of DSUs and any amount of director remuneration that an eligible director has elected to receive in the form of DSUs in lieu of cash on a value for value exchange. Furthermore, the amending clause of the DSU Plan has also been amended to provide that any change to eligible director's participation limit may only be amended with the approval of the TSX and the Shareholders.
A copy of the DSU Plan, including the proposed changes described herein, is available on the Corporation's website at www.osiskogr.com/en/governance-2/.
The amendments to the DSU Plan are also subject to approval by the TSX. If approved by Shareholders and the TSX, the DSU Plan as amended will supersede and replace the current DSU Plan. Accordingly, at the Meeting, in accordance with the TSX rules, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, in the form set forth below, subject to such amendments, variations or additions as may be approved at the Meeting.
The TSX requires that the resolution adopting the amended DSU Plan be approved by a majority of the votes cast, by proxy or in person. In addition to Shareholders' approval, the amended DSU Plan is subject to regulatory approval. Upon ratification by Shareholders, a copy of the amended DSU Plan will be filed on SEDAR.
"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:
1. The Corporation be and it is hereby authorized to amend its DSU Plan to limit the annual grant date value of $150,000 to each eligible director across all equity-based compensation plans of the Corporation in aggregate, and the DSU Plan as amended is hereby approved, confirmed and ratified;
2. All unallocated rights or other entitlements under the amended DSU Plan be and are hereby approved;
3. The Corporation shall have the ability to continue granting DSUs under the DSU Plan until May 12, 2025, which date is the date that is three (3) years from the date of the Shareholder meeting at which Shareholder approval is being sought; and
4. Any director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to do, or cause to be done, all such acts and things, execute and deliver, or cause to be delivered, such other documents, agreements, certificates and statements, as any such director and officer may, in their discretion, determine to be necessary or desirable in order to give full effect to the intent and purpose of these resolutions, the authority for the execution of such documents, agreements, certificates and statements and the doing of such other acts or things to be conclusively evidenced thereby."
Accordingly, the Board of Directors and Management are recommending that the Shareholders VOTE FOR the approval of the said resolution that requires an affirmative vote of the majority of the votes cast at the Meeting in order to be adopted. Unless contrary instructions are indicated on the proxy form or the voting instruction card, the persons designated in the accompanying form of proxy or voting instructions card intend to VOTE FOR the approval of the resolution.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board of Directors believes that the compensation program must be competitive within the industry, provide a strong incentive to its Named Executives to achieve the Corporation's goals and ensure that interests of Management and the Corporation's Shareholders are aligned. A detailed discussion of the Corporation's executive compensation is more fully described under the heading "Statement of Executive Compensation - Compensation Discussion and Analysis" in this Circular. Under such section, you will find discussions on the Corporation's executive compensation philosophy, objectives, policies and practices and provides information on the key elements of the executive compensation program of the Corporation.
At the 2021 annual meeting of Shareholders, the Corporation's approach to executive compensation was approved by 97.78% of the votes.
At the meeting, Shareholders will be asked to vote on the following advisory resolution:
Advisory Resolution on Executive Compensation Approach
"BE IT RESOLVED, AS AN ADVISORY RESOLUTION THAT:
1. On an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the Corporation, the Shareholders accept the approach to executive compensation disclosed in the Corporation's Circular dated April 1st, 2022 delivered in advance of the Meeting;
2. As this in an advisory vote, the Board of Directors of the Corporation and the HR Committee will not be bound by the results of the vote. However, the Board of Directors of the Corporation will take the results into account, together with feedback received from Shareholders, when considering its approach to executive compensation in the future; and
3. Results of the vote will be disclosed in the report of voting results."
The Board of Directors of the Corporation recommends that Shareholders indicate their support for the Corporation's approach to executive compensation disclosed in the Circular by VOTING FOR the Advisory Resolution on Executive Compensation Approach. The persons whose names appear in the attached form of proxy intend to VOTE FOR the Advisory Resolution on Executive Compensation Approach.
SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING
The final date for submitting Shareholder proposals to the Corporation for the next annual meeting of the Shareholders is December 30, 2022.
ADDITIONAL INFORMATION
Additional information relating to the Corporation is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Financial information is provided in the Corporation's financial statements and Management's Discussion and Analysis for the year ended December 31, 2021 a copy of which may be obtained upon request from the Corporate Secretary, 1100, Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2. The Corporation may require the payment of a reasonable charge when the request is made by someone other than a Shareholder.
APPROVAL
The Board of Directors of the Corporation has approved the contents of the Circular and its sending to the Shareholders.
Montréal, Québec, April 1st, 2022.
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OSISKO GOLD ROYALTIES LTD |
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Per: |
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André Le Bel Vice President, Legal Affairs and Corporate Secretary |
OSISKO GOLD ROYALTIES LTD
SCHEDULE "A"
BOARD OF DIRECTORS CHARTER
I. OVERALL ROLE AND RESPONSIBILITY
The Board of Directors (the "Board") of Osisko Gold Royalties Ltd (the "Corporation") is elected by the Corporation's shareholders to supervise the management of the business and affairs of the Corporation.
The Board monitors the manner in which the Corporation conducts its business as well as the senior management responsible for the day-to-day operations of the Corporation. It sets the Corporation's policies, assesses their implementation by management and reviews the results.
The prime stewardship responsibility of the Board is to ensure the viability of the Corporation and to ensure that it is managed in the best interest of its shareholders as a whole while taking into account the interests of other stakeholders.
The Board's main expectations of the Corporation's management are to protect the Corporation's interests and ensure the long term growth of shareholder value.
II. MEMBERSHIP AND QUORUM
The Board shall be composed of a minimum of 3 and a maximum of 15 members. The Board shall also be constituted with a majority of individuals who qualify as independent directors, as per the standards of independence established in the Regulation 58-101 respecting Disclosure of Corporate Governance Practices.
The quorum at any meeting of the Board is a majority of directors in office.
III. STRUCTURE AND OPERATIONS
Proceedings and meetings of the Board are governed by the provisions of the By-laws of the Corporation relating to the regulation of the meetings and proceedings of the Board insofar as they are applicable and not inconsistent with this Charter and the other provisions adopted by the Board in regards to committee composition and organization.
IV. DUTIES AND RESPONSIBILITIES OF THE BOARD
In addition to statutory responsibilities, the Board, either directly or through one of its committees, assumes responsibility for:
(a) satisfying itself, to the extent feasible, as to the integrity of the Executive Chair of the Board, the President and Chief Executive Officer ("CEO"), and other senior officers, and that the CEO and other senior officers maintain a culture of integrity throughout the Corporation;
(b) ensuring that the Corporation is operated so as to preserve its financial integrity and in accordance with policies approved by the Board;
(c) ensuring, through the Governance and Nomination Committee, that appropriate structures and procedures are in place so that the Board and its committees can function independently of management and in accordance with sound corporate governance practices;
(d) reviewing and approving key policy statements developed by management on various issues such as ethics, regulatory compliance and communications with shareholders, other stakeholders and the general public;
(e) adopting a strategic planning process and thereafter reviewing and, where appropriate, approving, annually, a strategic plan and a budget which takes into account, among other things, the opportunities and risks of the business (all of which are developed at first by management), and monitoring the Corporation's performance with reference to the adopted budget and strategic plan;
(f) identifying the principal risks of the Corporation's business and ensuring the implementation of appropriate controls, measures and systems to manage these risks;
(g) appointing the CEO, setting forth the position description, as well as planning for the succession of the CEO with the recommendation of the Governance and Nomination Committee and the Human Resources Committee respectively;
(h) evaluating the performance and reviewing the compensation of the Executive Chair of the Board and the CEO with the Human Resources Committee, and ensuring that such compensation is competitive and measured according to appropriate benchmarks which reward contribution to shareholder value;
(i) appointing, training, evaluating and monitoring officers as well as planning for their succession with the recommendations of the Governance and Nomination Committee; determining management compensation with the recommendations of the Governance and Nomination Committee and the Human Resources Committee, respectively and ensuring that such compensation is competitive and measured according to appropriate industry benchmarks;
(j) overseeing, through the Audit and Risk Committee, the quality and integrity of the Corporation's accounting and financial reporting systems, and disclosure controls and procedures;
(k) ensuring, through the Audit and Risk Committee, the integrity of the Corporation's internal controls and management information systems;
(l) overseeing, through the Audit and Risk Committee, the process for evaluating the adequacy of internal control structures and procedures of financial reporting, and satisfy itself as to the adequacy of such process;
(m) advising management on critical and sensitive issues;
(n) ensuring that the Board's expectations of management are understood, that all appropriate matters come before the Board in a timely and effective manner and that the Board is kept informed of shareholder feedback;
(o) conducting annually, through the Governance and Nomination Committee, a review of Board practices and the Board's and committees' performance (including director's individual contributions), to ascertain that the Board, its committees and the directors are capable of carrying out and do carry out their roles effectively;
(p) ensuring with the Human Resources Committee, the adequacy and form of the compensation of non-executive directors taking into account the responsibilities and risks involved in being an effective non-executive director;
(q) determining, with the Governance and Nomination Committee, in light of the opportunities and risks facing the Corporation, what competencies, skills and personal qualities the Board should seek in recruiting new Board members, and the appropriate size of the Board to facilitate effective decision-making;
(r) determining, annually, with the Governance and Nomination Committee, the independence of each member of the Board as such term is defined by applicable laws and regulations including, rules and guidelines of stock exchanges to which the Corporation is subject;
(s) setting forth, with the recommendation of the Governance and Nomination Committee, the position description for the Executive Chair of the Board and the Chair of the committees of the Board;
(t) determining annually, with the Audit and Risk Committee, if each member of the Audit and Risk Committee is "financially literate" as such terms are defined under applicable laws and regulations including rules and guidelines of stock exchanges to which the Corporation is subject;
(u) selecting, upon the recommendation of the Governance and Nomination Committee, nominees for election as directors;
(v) selecting the Executive Chair of the Board;
(w) selecting the Lead Director of the Board and ensure the director appointed as Lead Director is and remains independent;
(x) ensuring, through the Governance and Nomination Committee, that new directors have a good understanding of their role and responsibilities and of the contribution expected of them (including as regards attendance at, and preparation for, meetings), and that they are provided with adequate education and orientation as regards the Corporation, its business and activities;
(y) approving unbudgeted capital expenditures, or significant divestiture, as well as acquisitions where environmental or other liabilities exist and which could result in significant exposure to the Corporation;
(z) approving major investments in metals streaming transactions, royalties and shares of publicly traded companies;
(aa) reviewing alternate strategies in response to any possible takeover bid in order to maximize value for shareholders;
(bb) discussing and developing the Corporation's approach to corporate governance issues in general, with the involvement of the Governance and Nomination Committee;
(cc) reviewing and approving, with the involvement of the Disclosure Committee, the content of the principal communications by the Corporation to its shareholders and the public, such as quarterly and annual financial statements and management's discussion and analysis, annual information form, management information circular, prospectuses and other similar documents which may be issued and distributed, provided that the quarterly and annual financial statements and related management's discussion and analysis and earnings press releases and any other public disclosure document containing financial information may be reviewed and approved by the Audit and Risk Committee instead of the Board;
(dd) ensuring ethical behavior and compliance with laws;
(ee) monitoring, directly or through one of its committees, compliance with all codes of ethics;
(ff) consider the means by which stakeholders can communicate with the members of the Board (including independent directors
(gg) monitoring performance of the Corporation toward the achievement of approved goals and standards;approving with the recommendation of the Environmental and Sustainability Committee, changes to the Corporation's ESG practices and other significant policies of the Corporation;
(hh) monitoring the Corporation's commitment to the environment and sustainable development to all stakeholders and engage with stakeholders in respect of ESG issues, including all employees of the Corporation fostering a culture of respect and accountability regarding such matters;
(ii) ensuring that, with respect to matters under the Corporation's control, the Corporation conducts business in a climate that fosters the improvement of socio-economic conditions in the communities where it holds an interest;
(jj) approving with the recommendation of the Environmental and Sustainability Committee, the Corporation's annual ESG Report; and
(kk) reviewing and considering all other related matters and issues which may be determined, from time to time, by the Environmental and Sustainability Committee.
Directors are expected to make reasonable efforts to attend all Board meetings and to review materials distributed to them in advance of Board meetings.
V. CHARTER
The Governance and Nomination Committee shall periodically review this Charter and recommend appropriate changes to the Board.
QUESTIONS MAY BE DIRECTED TO THE
PROXY SOLICIATION AGENT
North America Toll Free:
1-877-452-7184
Collect Calls Outside North America:
416-304-0211
Email:
assistance@laurelhill.com
