EX-2 4 t09629exv2.txt ANNUAL FILING OF REPORTING ISSUER -------------------------------------------------------------------------------- (GREAT LAKES POWER INC. LOGO) ANNUAL FILING OF REPORTING ISSUER (FORM 28) -------------------------------------------------------------------------------- MARCH 31, 2003 ANNUAL FILING OF REPORTING ISSUER (FORM 28) NAME OF REPORTING ISSUER Great Lakes Power Inc. (the "Corporation"). JURISDICTION UNDER WHICH INCORPORATED, ORGANIZED OR CONTINUED The Corporation was formed under the laws of Ontario by Articles of Amalgamation dated March 2, 2001 through the amalgamation of Great Lakes Power Inc., a public company continued in Ontario, and 1458103 Ontario Limited, a private subsidiary of Brascan Corporation ("Brascan"). FINANCIAL YEAR END December 31. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES As of March 31, 2003, the Corporation had outstanding 101,383,135 fully paid and non-assessable Common Shares. Each holder of Common Shares, at a meeting of the Shareholders, is entitled to one vote for each Share. To the knowledge of the directors and officers of the Corporation, the only persons who or corporations which beneficially own, directly or indirectly, or exercise control or direction over Common Shares carrying more than 10% of the voting rights attached to shares of the Corporation, the approximate number of the shares so owned, controlled or directed by each, and the percentages of voting shares of the Corporation represented by such shares are:
Approximate Percentage Name Number of Common Shares of Common Shares ---- ----------------------- ---------------------- Brascan Corporation ("Brascan") 84,383,135 83.2% (including private subsidiaries) Toronto, Ontario -------------------------------------------------------------------------------------------------------- GLP NT Corporation ("GLP NT") 17,000,000 16.8% (including private subsidiaries) Toronto, Ontario
-------------------------------------------------------------------------------- 1 -------------------------------------------------------------------------------- Brascan is a public company, which operates in the real estate , power generation and financial sectors, with other investments in the resource sector. Brascan's Class A Limited Voting Shares are listed on the Toronto and New York stock exchanges. GLP NT is an investment holding company whose major asset is its indirect shareholding in the Corporation. Its Class A non-voting retractable shares are listed on the Toronto Stock Exchange. The Corporation is advised that Brascan and its affiliates own 74.5% of the Class A non-voting retractable shares of GLP NT. DIRECTORS The following table sets out the names of the ten directors of the Corporation as at March 31, 2003, along with all major positions and offices in the Corporation or its major affiliates held by each of them, their principal occupation or employment and the year in which they were first elected as a director of the Corporation or a predecessor company. As of March 31, 2003, none of the directors listed below owned, directly or indirectly, any of the Common Shares of the Corporation.
Name, Municipality of Residence, Year Became Office and Principal Occupation Director(b) -------------------------------- ----------- JOHN E. BAHEN, King City, Ontario 1997 Corporate Director ------------------------------------------------------------------------------------------------- ALEX G. BALOGH(a), Oakville, Ontario 1998 Chairman of the Board and Director of Falconbridge Limited, a natural resources company ------------------------------------------------------------------------------------------------- JACK L. COCKWELL, Toronto, Ontario 1980 Group Chairman and Director of Brascan, a real estate, power generation and financial services company ------------------------------------------------------------------------------------------------- RONALD J. DANIELS, Toronto, Ontario 2000 Dean, Faculty of Law, University of Toronto ------------------------------------------------------------------------------------------------- ROBERT A. DUNFORD, Aurora, Ontario 1980 Corporate Director ------------------------------------------------------------------------------------------------- HARRY A. GOLDGUT, Thornhill, Ontario 1997 Co-Chairman and Chief Executive Officer of the Corporation; and Chief Executive Officer, Power Operations of Brascan ------------------------------------------------------------------------------------------------- J. BRUCE FLATT, Toronto, Ontario 2003 President and Chief Executive Officer and Director of Brascan ------------------------------------------------------------------------------------------------- EDWARD C. KRESS, Toronto, Ontario 1991 Chairman of the Corporation; and Executive Vice-President of Brascan ------------------------------------------------------------------------------------------------- SIDNEY A. LINDSAY(a), Toronto, Ontario 1991 President of Lindsay Consultants, a financial consulting firm ------------------------------------------------------------------------------------------------- GEORGE S. TAYLOR(a), St. Mary's, Ontario 1984 Corporate Director and a Director of Brascan -------------------------------------------------------------------------------------------------
(a) Member of the Audit Committee (b) Indicates year first elected as a director of the Corporation or a predecessor company -------------------------------------------------------------------------------- 2 GREAT LAKES POWER INC. -------------------------------------------------------------------------------- All of the persons named in the preceding table were appointed members of the board of directors of the Corporation on April 16, 2002, except for Mr. J. Bruce Flatt, who was appointed to the board in February 2003. Mr. Flatt is President and Chief Executive Officer of Brascan, a position he has held since February 2003, prior to which he was President and Chief Executive Officer of Brookfield Properties Corporation, a real estate company. Each director holds office until the next annual meeting of shareholders of the Corporation or until a successor is appointed. EXECUTIVE COMPENSATION COMPENSATION OF NAMED EXECUTIVE OFFICERS The senior management of the Corporation, as at March 31, 2003, consists of five executive officers: Edward C. Kress, Chairman; Harry A. Goldgut, Co-Chairman and Chief Executive Officer; Richard Legault, President and Chief Operating Officer; Colin L. Clark, Senior Vice-President, Generation, and Laurent Cusson, Senior Vice-President, Marketing (collectively, the "Named Executive Officers"). Messrs. Kress and Goldgut are also employees of Brascan and are remunerated by that company. Messrs. Legault and Cusson are employed by a subsidiary of the Corporation, Brascan Energy Marketing Inc.("BEMI"), and receive their remuneration from BEMI. Mr. Clark is employed by a subsidiary of the Corporation, Great Lakes Power Limited ("GLPL"), as its Chief Executive Officer and receives his remuneration from GLPL. The following table sets forth all compensation received by the Named Executive Officers from the Corporation, its predecessors and its affiliates over the past three years. SUMMARY COMPENSATION TABLE FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ANNUAL COMPENSATION --------------------------------------------------- Name and Principal Position Year Salary ($) Bonus ($) --------------------------- ---- ---------- --------- EDWARD C. KRESS 2002 290,000 80,000 Chairman 2001 290,000 80,000 2000 285,000 80,000 ---------------------------------------------------------------------------------------------------------- HARRY A. GOLDGUT 2002 260,000 100,000 Co-Chairman and Chief Executive Officer 2001 255,000 90,000 2000 245,000 80,000 ---------------------------------------------------------------------------------------------------------- RICHARD LEGAULT 2002 260,000 100,000 President and Chief Operating Officer 2001 235,000 90,000 2000 175,000 80,000 ---------------------------------------------------------------------------------------------------------- COLIN L. CLARK 2002 165,000 75,000 Senior Vice-President, Generation 2001 150,000 50,000 2000 125,000 32,500 ---------------------------------------------------------------------------------------------------------- LAURENT CUSSON 2002 160,000 60,000 Senior Vice-President, Marketing 2001 150,000 50,000 2000 110,000 64,000 ----------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- ANNUAL REPORTING ISSUER FORM 3 -------------------------------------------------------------------------------- As no remuneration is paid directly by the Corporation to its officers, the Corporation does not have a compensation committee. The executive compensation policies of Brascan are set out in that company's Management Information Circular dated March 1, 2003. The following is a summary of the executive compensation policies of BEMI and GLPL (collectively the "subsidiaries"). SUBSIDIARY EXECUTIVE COMPENSATION POLICIES The Chief Financial Officer of the Corporation, in conjunction with the Chief Executive Officers of the subsidiaries, has primary responsibility for making recommendations for approval by the subsidiaries' boards of directors with respect to the appointment of executive officers of those companies. The Chief Executive Officer of the Corporation, in conjunction with other board members of the subsidiaries, also has primary responsibility for determining the review, design and competitiveness of their compensation plans. The key components of the subsidiaries' executive officer compensation are base salary, short-term incentive plans and retirement security. Base salaries are based on individual performance, responsibility and experience to ensure that they reflect the contribution of each officer. Short-term incentives are designed to provide an amount of variable compensation which is linked to individual and business performance. The subsidiaries' short-term incentive program consists of the allocation of a bonus pool from time to time to recognize exceptional performance. The subsidiaries have registered defined benefit and defined contribution plans, which provide its employees, upon their normal retirement age of 65 years, with a lifetime pension and a survivor pension of 60% of the employee's pension. Pensions under the defined benefit plan are equal to the product of 2% of the employee's highest five-year average annual eligible earnings less 0.7% of the average of the prior three years of earnings not in excess of the Year's Maximum Pensionable Earnings, multiplied by his or her years of credited service. The pension benefit is subject to the Canada Customs and Revenue Agency maximum, which is currently $1,722.22 times years of credited service. Messrs. Cusson and Legault participate in BEMI's defined benefit plan. Mr. Clark participates in GLPL's defined contribution plan. DIRECTORS' COMPENSATION Directors of the Corporation who are not employees of the Corporation, its subsidiaries or Brascan receive an annual fee of $10,000 plus $800 for each board meeting and each committee meeting attended in person or $350 if attended by telephone. Committee chairs receive an annual fee of $1,000, plus $800 for each committee meeting attended in person or $350 if attended by telephone. Payments are made quarterly. During 2002, the Corporation paid $61,250 to five directors in their capacities as directors of the Corporation. In addition, directors are also reimbursed for travel and other out-of-pocket expenses incurred in attending directors' or committee meetings. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE The Corporation carries insurance coverage with an annual policy limit of $10,000,000 subject to a corporate deductible of $500,000 per loss. Under this insurance coverage, the Corporation and certain of its associated companies (collectively, the "Organization") are reimbursed for payments made to directors or officers of the Organization required or permitted by law or under provisions of the by-laws of the companies within the Organization as indemnity for loss, including legal costs, arising from acts, errors or omissions done or committed by officers and directors in the course of their duties as such. This policy also provides coverage to individual directors and officers if they are not indemnified by the Organization and is subject to a deductible of $5,000 per person or a maximum deductible of $25,000 per -------------------------------------------------------------------------------- 4 GREAT LAKES POWER INC. -------------------------------------------------------------------------------- loss. The insurance coverage for directors and officers has certain exclusions including, but not limited to, exclusions for those acts which result in personal profit or advantage to which the insureds were not legally entitled and for libel and slander, some of which exclusions are covered under other insurance policies. The aggregate premiums paid in 2002 in respect of this policy were $24,000. INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS As at March 31, 2003, no officer, director or employee or former officer, director or employee of the Corporation or its subsidiaries is or has been indebted to the Corporation or its subsidiaries (other than "routine indebtedness" under applicable Canadian securities laws) at any time since January 1, 2002. INTERESTS OF INSIDERS IN MATERIAL TRANSACTIONS No director or senior officer of the Corporation and, to the knowledge of the directors and senior officers of the Corporation, after reasonable inquiry, none of their respective associates nor any person who beneficially owns or exercises control or discretion over more than 10% of the outstanding Shares, has any interest in any material contract to which the Corporation is a party. AUDITOR OF THE REPORTING ISSUER The auditor for the Corporation is Deloitte & Touche LLP, Chartered Accountants, Toronto, Canada. DIRECTORS' APPROVAL The contents of this Annual Filing of Reporting Issuer have been approved by the directors of the Corporation. (Signed) Toronto, Canada Alan V. Dean March 31, 2003 Vice President and Secretary -------------------------------------------------------------------------------- ANNUAL REPORTING ISSUER FORM 5