This year, Fairvest recommended “For” the adoption of certain option plans including a new one at Rothman’s Inc. Total potential dilution under the Rothman’s plan was only 5.1%. The plan is well structured and does not include non-employee directors as eligible participants and therefore presents no potential threat to their independence.

CEO compensation continues to climb, with the average CEO salary at $487,638, (up from $456,861 in based on numbers reported in 1999, and $438,668 in 1998). Bonuses and other compensation also jumped to $630,646, well above last year’s average of $547,017. CEO’s of TSE 300 companies held an average of 626,189 options at the most recent fiscal year end (up from the average of 572,288 options for the previous year) and were granted an average of 153,855 options during the year (up from an average of 141,098 options for the previous year). Directors earned an average annual retainer of $13,124, often in addition to meeting attendance fees, which averaged $1,135. Among the non-executive directors of TSE 300 companies, who receive an annual grant of options, the average annual grant was 7,652 options.

The most recent proxy season was again notable for the abundance of shareholder proposals. In 2000, 16 companies included a total of 63 shareholder proposals at their annual meetings, compared to ten companies and 42 shareholder resolutions in 1999, seven companies with 55 resolutions in 1998 and eight companies with 20 resolutions in 1997. Long a favourite tool of U.S. shareholder activists, up until the past few years shareholder proposals have not been common in Canada. However, this year shareholder proposals that were originally presented in 1997 made a reappearance. This phenomenon is popular in the U.S. where proposals are often put forth at consecutive annual meetings in an attempt to garner more support each time the proposal is presented. Another echo of the U.S. shareholder proposal scene was the introduction of proposals relating not just to corporate governance issues

but social, compensation and business decisions issues. The following is a summary of the shareholder proposals put forth at companies in 2000:
• Royal Bank - disclose all auditors’ fees in circular; simultaneous disclosure of shareholder information; justification of remuneration of upper management; prior shareholder approval of merger proposals; separation of position of Chairman and CEO; board’s voting recommendation not appear on proxy; make major bank announcements at annual meeting; rescind mandatory retirement age for directors.
• Laurentian Bank - simultaneous disclosure of shareholder information; attendance majority of at board meetings; disclose all auditors’ fees in circular; justification of remuneration of upper management; prior shareholder approval of merger proposals.
• National Bank - simultaneous disclosure of shareholder information; attendance at majority of board meetings; disclose all auditors’ fees in circular; justification of remuneration of upper management; shareholder consultation prior to merger proposals; separation of powers of Chair and CEO.
• Toronto Dominion Bank - simultaneous disclosure of shareholder information; majority director attendance at board meetings; disclose all auditors’ fees in circular; justification of remuneration of upper management; prior shareholder approval of merger proposals; board’s voting recommendation not appear on proxy; make major bank announcements at annual meeting; shareholders to witness media conference after annual meeting; announce date and location of annual meeting as early as possible; rescind mandatory retirement age for directors.
• Canadian Imperial Bank of Commerce - simultaneous disclosure of shareholder information; director attendance at board meetings; disclose all auditors’ fees in circular; justification of remuneration of upper management; prior shareholder approval of merger proposals; board’s voting recommendation not appear on proxy; make major