UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

Check the appropriate box:

Ritchie Bros. Auctioneers Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Explanatory Note

This revised proxy statement is being filed to include Appendix A through Appendix D, which were inadvertently omitted. No other changes have been made to the proxy statement.

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RITCHIE BROS. AUCTIONEERS INCORPORATED
9500 GLENLYON PARKWAY, BURNABY, BRITISH COLUMBIA V5J 0C6

Dear Shareholder,

I am pleased to invite you to Ritchie Bros.’s 2016 Annual and Special Meeting of Shareholders.

Please read the accompanying proxy statement as it contains important information about the meeting, who is eligible to vote, how to vote, the nominated directors, our governance practices and compensation of our executives and directors.

Developments in our corporate governance practices

During 2015, Ritchie Bros. Auctioneers Incorporated (the “Company”) made significant progress in developing and implementing a new organizational structure and a strategic roadmap for the Company. In addition, there were some noteworthy key developments relating to our corporate governance practices. These include the following:

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More information on the Company can be found in the Company’s Annual Report on Form 10-K and the Company’s other periodic filings with Canadian and U.S. securities regulators, which are available on the Company’s website at www.rbauction.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

New look for our circular

As described in the accompanying proxy statement, as a result of the Company ceasing to be a “foreign private issuer”, as defined under the U.S. securities laws, our proxy statement this year has been prepared to comply with the additional disclosure requirements of Section 14A of the United States Securities Exchange Act of 1934, as amended. As a result, the accompanying proxy statement has a new look, certain portions may not be comparable to our 2015 management information circular, and, unfortunately, may be a little longer. That being said, in addition to providing you with the disclosure prescribed by Canadian and U.S. securities laws and regulations and the rules of the Toronto Stock Exchange and the New York Stock Exchange, we remain committed to keeping shareholders informed regarding our ongoing efforts to improve our corporate governance practices, which we believe are essential for effective and prudent operation of the Company and for enhancement of shareholder value.

We hope that you will attend the 2016 Annual and Special Meeting of Shareholders. Our board and management team wish to thank you for your continued confidence in our Company.

Sincerely,

Ravi Saligram
Chief Executive Officer
 
March 28, 2016

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RITCHIE BROS. AUCTIONEERS INCORPORATED
9500 GLENLYON PARKWAY, BURNABY, BRITISH COLUMBIA V5J 0C6

Notice of Annual and Special Meeting of Shareholders

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “Meeting”) of the shareholders of RITCHIE BROS. AUCTIONEERS INCORPORATED (the “Company”) will be held at the Pan Pacific Vancouver, 300-999 Canada Place, Vancouver, British Columbia, Canada, on May 2, 2016 at 11:00 a.m. (Vancouver time), for the following purposes:

Further information regarding the matters to be considered at the Meeting is set out in the accompanying proxy statement.

The directors of the Company have fixed the close of business on March 24, 2016 as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company as of March 24, 2016 will be entitled to vote, in person or by proxy, at the Meeting.

Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting, whether or not they are able to attend personally. To be effective, forms of proxy must be received by Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 9^th Floor, Toronto, Ontario, M5J 2Y1, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the

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time of the Meeting or any adjournment thereof. Shareholders may also vote on the internet by visiting the website included on the proxy form and following the online voting instructions.

All non-registered shareholders who receive these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided to them by such broker or intermediary.

DATED at Vancouver, British Columbia, as of this 28^th day of March, 2016.

By Order of the Board of Directors

Darren Watt

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 2016

The Company’s Proxy Statement and Annual Report on Form 10-K for the year ended
December 31, 2015 are available at www.rbauction.com

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RITCHIE BROS. AUCTIONEERS INCORPORATED

PROXY STATEMENT

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Questions and Answers About the Meeting, Proxy Materials and Voting			1
Proposal One: Election of Directors			8
Questions and Answers about the Election of Directors			8
Information Concerning the Nominees to the Board of Directors			9
Recommendation of the Board			14
Information Concerning Our Executive Officers			15
Corporate Governance			20
Overview			20
Structure and Members of the Board			20
Independence of the Directors			20
Meetings of the Board and Board Member Attendance at Annual Meeting			21
Independent Chair			21
Board Mandate			21
Position Descriptions			23
Orientation and Continuing Education			23
Code of Business Conduct and Ethics			24
Shareholder Communications to the Board			24
Board Committees			25
Director Assessments			28
Director Term Limits and Board Renewal			28
Representation of Women on the Board and in the Director Identification and Selection Process			28
Representation of Women in Executive Officer Appointments			29
Corporate Governance Guidelines			30
Board Leadership Structure			30
Board’s Role in Risk Oversight			30
Compensation Committee Interlocks and Insider Participation			30
Other Matters			31
Legal Proceedings			31
Section 16(a) Beneficial Ownership Reporting Compliance			31
Normal Course Issuer Bid			31
Certain Relationships and Related Person Transactions			32
Non-Executive Director Compensation			33
Non-Executive Director Compensation Table (Supplemental Table)			33
Non-Executive Director Compensation Table			34
Director Share Ownership Guidelines			35
Non-Executive Director Deferred Share Unit Plan			35

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Non-Executive Directors Long-term Incentive Plan			36
Compensation Discussion and Analysis			36
2015 Compensation: The Year in Review			37
Compensation Principles			38
The Use of Market Data			39
Executive Compensation Overview			40
Elements of Executive Compensation			43
Tabular Executive Compensation Disclosure			51
Summary Compensation Table			51
2015 Grants of Plan-Based Awards			53
PSU Plans and RSU Plans			54
Stock Option Plan			56
1999 Employee Stock Purchase Plan			58
Outstanding Equity Awards as of December 31, 2015			59
Stock Option Exercises and Shares Vested in 2015			60
Non-Qualified Deferred Compensation for 2015			60
Employment Agreements			63
Potential Payments Upon Termination or Change in Control			67
Equity Compensation Plan Information as of December 31, 2015			68
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters			69
Proposal Two: Advisory Vote on Executive Compensation			71
Overview			71
Shareholder Approval and Board Recommendation			71
Proposal Three: Frequency of Shareholder Votes On Executive Compensation			72
Overview			72
Shareholder Approval and Board Recommendation			72
Proposal Four: Appointment of Ernst & Young LLP			73
Overview			73
Fees Billed by Independent Auditors			73
Pre-Approval Policies and Procedures			73
Recommendation of the Board			73
Report of the Audit Committee			74
Proposal Five: Amendment and Restatement of the Stock Option Plan			75
Overview			75
Summary of the Stock Option Plan			76
United States Federal Income Tax Consequences			81
New Plan Benefits			82
Shareholder Approval and Board Recommendation			83
Proposal Six: Approval of the Senior Executive Performance Share Unit Plan			84

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Overview			84
Summary of the Senior Executive Performance Share Unit Plan			84
New Plan Benefits			87
Shareholder Approval and Board Recommendation			88
Proposal Seven: Approval of the Employee Performance Share Unit Plan			89
Overview			89
Summary of the Employee Performance Share Unit Plan			89
New Plan Benefits			89
Shareholder Approval and Board Recommendation			90
Proposal Eight: Approval of the Amended 1999 Employee Stock Purchase Plan			91
Overview			91
Summary of the Amended 1999 Employee Stock Purchase Plan			91
New Plan Benefits			92
Shareholder Approval and Board Recommendation			92
Proposal Nine: Reconfirmation of Shareholder Rights Plan			93
Overview			93
Summary of the Principal Terms of the Rights Plan			93
Canadian Federal Income Tax Consequences			96
United States Federal Income Tax Consequences			96
Shareholder Approval and Board Recommendation			97
Shareholder Proposals and Director Nominations			98
Other Business			99
Annex: Selected Definitions and Reconciliation of Non-GAAP Measures to GAAP Measures			Annex-1

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PROXY STATEMENT
FOR
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2016

The Annual and Special Meeting of Shareholders (the “Meeting”) of Ritchie Bros. Auctioneers Incorporated (the “Company”) will be held on May 2, 2016 at the Pan Pacific Vancouver, 999 Canada Place, Vancouver, British Columbia, V6C 3B5, Canada at 11:00 a.m. (Vancouver time). We are providing the Notice of Annual and Special Meeting of Shareholders, this Proxy Statement and form of proxy in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies for the Meeting. The Notice of Annual and Special Meeting of Shareholders, this Proxy Statement and the form of proxy will be first mailed to holders of the Company’s common shares on or about March 31, 2016.

You are invited to attend the Meeting at the above stated time and location. If you plan to attend and your shares are held in “street name” — in an account with a bank, broker, or other nominee — you should follow the procedures in the materials and request for voting instructions provided by or on behalf of such broker, bank or other nominee and arrange to be appointed as a proxy holder.

You can vote your shares by completing and returning the proxy card, or, if you are a non-registered/beneficial holder, by following the instructions set forth in the voting instruction form provided by or on behalf of your broker, bank or other nominee.

Unless the context requires otherwise, references in this Proxy Statement to “we,” “us,” and “our” refer to Ritchie Bros. Auctioneers Incorporated. Dollar amounts are presented in U.S. dollars unless otherwise specified. Except as otherwise stated, the information herein is given as of March 7, 2016.

If you need directions to attend the meeting and vote in person, please contact our Corporate Secretary at 9500 Glenlyon Parkway, Burnaby, British Columbia V5J 0C6, Canada or by calling us at 778-331-5500.

Explanatory Note

Effective January 1, 2016, we ceased to be a “foreign private issuer,” as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we have prepared this Proxy Statement in accordance with the requirements of Section 14A of the Exchange Act. Prior to January 1, 2016, we were a Canadian “foreign private issuer” and prepared and filed management information circulars and related materials in accordance with Canadian corporate and securities law requirements and were not required to comply with the requirements of Section 14A of the Exchange Act. The requirements of Canadian corporate and securities laws differ from the requirements of Section 14A of the Exchange Act. Accordingly, this Proxy Statement may not be comparable to the management information circular for our 2015 annual and special meeting of shareholders. In particular, due to the differences between U.S. and Canadian requirements for calculating and reporting compensation and ownership of securities, the information reported in this Proxy Statement may differ from the information previously disclosed under Canadian standards.

Questions and Answers About the Meeting, Proxy Materials and Voting

Why am I receiving this Proxy Statement and proxy card?

The Company is providing the Notice of Annual and Special Meeting of Shareholders, this Proxy Statement and proxy card directly to shareholders who are shareholders of record at the close of business on March 24, 2016 and are entitled to vote at the Meeting. This Proxy Statement describes issues on which the Company would like you, as a shareholder, to vote. It provides information on these issues so that you can make an informed decision. You do not need to attend the Meeting to vote your shares.

When you submit your executed proxy card, you appoint the proxy holders nominated by management, Beverley A. Briscoe, Chair of the Board, or Ravi K. Saligram, Chief Executive Officer (or “CEO”) of the Company, with full power of substitution, your representatives at the Meeting. A shareholder has the right to appoint a person other than the nominees of management named in the enclosed instrument of proxy to represent the shareholder at the meeting. To exercise this right, a shareholder should insert the name of its nominee in the blank space provided. A person appointed as a proxy holder need not be a shareholder of the Company. As your representative(s), your proxy holder(s) will vote or withhold from voting the shares

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represented by the proxy at the Meeting (or any adjournments or postponements) in accordance with your instructions on any ballot that may be called for. If you specify a choice in the proxy as to how your shares are to be voted with respect to any matter to be acted upon, the shares will be voted accordingly. With proxy voting, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, we recommend that you return your proxy card in advance of the Meeting.

The proxy in the accompanying form, when properly completed and delivered and not revoked, will confer discretionary authority upon a proxy holder named therein to vote your shares on any amendments or variations to matters identified in the accompanying Notice of Annual and Special Meeting of Shareholders and any other matter which may properly come before the meeting in respect of which such proxy has been granted, subject to any limitations imposed by law.

Why does my name not appear as a shareholder of record?

Many, if not most, investors own their investment shares through a broker dealer or other nominee. Broker dealers frequently clear their transactions through other broker dealers, and may hold the actual certificates for shares in the name of securities depositories, such as Cede & Co. (operated by the Depository Trust Company) in the U.S. or CDS Clearing and Depository Services Inc. in Canada. In such a case, only the ultimate certificate holder appears on our records as a shareholder, even though that nominee may not have any economic interest in the shares that you actually own through your broker dealer. You should contact your broker dealer for more information about this process.

If your shares are held in an account with a brokerage firm, bank, dealer, or other similar organization, then you are the non-registered/beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by or on behalf of that organization. The registered holder of the shares is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account by following the instructions on the voting instruction form that is provided by or on behalf of the intermediary. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not attend the Meeting and vote your shares in person at the Meeting unless you arrange with your broker, bank, or other nominee to be appointed as proxy holder.

Who is making this solicitation and who will pay the related costs?

This solicitation is made on behalf of the management of the Company. No director has given management notice that he or she intends to oppose any action intended to be taken by management at the Meeting. The Company will bear the cost of soliciting proxies. In an effort to have as large a representation at the Meeting as possible, the Company’s directors, officers and employees may solicit proxies by telephone or in person in certain circumstances. These individuals will receive no additional compensation for their services other than their regular salaries. Upon request, the Company will reimburse brokers, dealers, banks, voting trustees and their nominees who are holders of record of the Company’s common shares on the record date for the reasonable expenses incurred for mailing copies of the proxy materials to the beneficial owners of such shares.

When is the record date?

The Board has fixed March 24, 2016, as the record date for the Meeting. Only holders of our common shares as of the close of business on that date will be entitled to vote at the Meeting.

How many shares are outstanding and how many votes can be cast by all shareholders?

A total of 105,813,760 common shares were outstanding as of March 24, 2016. Votes may be cast on each matter presented, consisting of one vote for each common share of the Company outstanding as of the record date.

Are there any shareholders that hold more than 10% of the shares that may be voted?

To the knowledge of the Company’s directors or executive officers, based on filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), no person beneficially owns, or controls or directs, directly or indirectly, common shares of the Company carrying more than 10% of the

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voting rights attached to all voting shares of the Company other than Baillie Gifford & Co., which reported beneficial ownership of 12,379,442 common shares as of December 31, 2015, representing 11.70% of the issued and outstanding common shares of the Company as of March 24, 2016.

What items of business will be voted on at the Meeting and how does the Board recommend that I vote?

Shareholders will be being asked to vote on the following:

The Board recommends a vote:

What are my voting rights if I hold common shares?

Each common share is entitled to one vote. No cumulative rights are authorized, and dissenters’ rights are not applicable to any of the matters being voted upon.

How do I vote if I am a registered shareholder?

If you are a registered shareholder, you may vote your shares by promptly completing, signing and returning the enclosed proxy card in the enclosed envelope, by using the internet following the instructions on the form of proxy or by attending the Meeting in person and voting. Joint owners wishing to complete a proxy form must each sign the proxy card.

How do I vote if I am a non-registered/beneficial holder?

If you are a non-registered/beneficial holder, you should receive a voting instruction form from a broker dealer or other nominee that you may use to instruct such persons how to vote your shares. If you receive a voting instruction form, you may exercise voting rights in respect of those shares in accordance with the procedures

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provided by the broker dealer or other nominee, which may include voting by mail, telephonically by calling the telephone number shown on the voting form or via the internet at the web site shown on the voting instruction form. If you are a non-registered/beneficial holder, you are not considered to be a shareholder of record, and you will not be permitted to vote your shares in person at the Meeting unless you have obtained a proxy for those shares from the person who holds your shares of record. Should you require additional information regarding the Meeting, please contact our Corporate Secretary at 9500 Glenlyon Parkway, Burnaby, British Columbia V5J 0C6, Canada or by calling us at 778-331-5500.

Can shareholders vote in person at the Meeting?

If you prefer, you may vote at the Meeting. If you hold your shares through a brokerage account but do not have a physical share certificate, or the shares are registered in someone else’s name, you should arrange with your stockbroker or the registered owner to be appointed as proxy holder entitling you to vote at the Meeting.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it likely means that you have multiple accounts with the Company’s transfer agent and/or with stockbrokers. Please vote or arrange for voting of all of the shares.

What if I share an address with another shareholder and we received only one copy of the proxy materials or what if I receive multiple copies?

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding”, provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker. You may also call (800) 542-1061 or write to: Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). You can also request prompt delivery of a copy of this proxy statement and the annual report by written request to our Corporate Secretary at 9500 Glenlyon Parkway, Burnaby, British Columbia V5J 0C6, Canada or by calling us at 778-331-5500.

May I revoke my proxy or change my vote?

Yes. If you are a registered shareholder, you may revoke your proxy by:

In addition, if you are a registered shareholder and received a proxy and have voted using the internet following the instructions as described in the form of proxy you may change your vote by following the procedures described in the form of proxy.

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If you are not a registered shareholder, and wish to change your proxy nominee or your vote, you should consult your broker or nominee with respect to submitting new voting instructions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect at the Meeting.

How many votes do you need to hold the Meeting?

To conduct the Meeting, the Company must have a quorum, which means that two persons must be present in person, and each entitled to vote and holding or representing by proxy not less than 33% of the votes entitled to be cast at the Meeting.

How are abstentions and broker non-votes counted?

Shares held or represented by proxy by persons present at the Meeting in respect of which the holder or proxy holder does not vote, or abstains from voting, with respect to any proposal are counted for purposes of establishing a quorum. If a quorum is present, abstentions will not be included in vote totals and will not affect the outcome of the vote of any proposal contained in this year’s Proxy Statement. “Broker non-vote” shares held in “street name” by brokers or nominees, who do not have discretionary authority to vote such shares as to a particular matter, which are held or represented by proxy by a person present at the meeting will be counted for purposes of establishing a quorum. If a quorum is present, broker non-votes will not be counted as votes in favor of such matter or, in the case of election of directors, as votes “withheld” with respect to such election, and also will not be counted as shares voting on such matter. Accordingly, abstentions and broker non-votes will have no effect on the voting on a matter that requires the affirmative vote of a certain percentage of the shares voting on the matter.

Under the rules of the New York Stock Exchange (“NYSE”), brokers or nominees are entitled to vote shares held for a beneficial owner on “routine” matters, such as the appointment of Ernst & Young LLP as our independent auditors, without instructions from the beneficial owner of those shares. However, absent instructions from the beneficial owner of such shares, a nominee is not entitled to vote shares held for a beneficial owner on certain “non-routine” matters. The election of our directors, the advisory votes on executive compensation, the approvals of the amended and restated Stock Option Plan, the Senior Executive Performance Share Unit Plan, the Employee Performance Share Unit Plan and the amended 1999 Employee Stock Purchase Plan and reconfirmation of our Shareholder Rights Plan are considered non-routine matters. Accordingly, if you hold your shares in street name, it is critical that you arrange to exercise your voting right if you want it to count on all matters to be decided at the Meeting.

How many votes are needed to elect directors?

A plurality of the votes cast at the Meeting are required to elect Board nominees. The seven nominees receiving the highest number of affirmative votes cast at the Meeting will be elected as our directors; provided, however, that the Board has adopted a majority voting policy applicable to any uncontested election of directors which requires a nominee who receives a greater number of votes marked “WITHHOLD” than votes “FOR” to promptly tender his or her resignation. See “Proposal One: Election of Directors —  Questions and Answers about the Election of Directors — Might directors elected be required to resign?” on page 9 for more information on the majority voting policy. A properly executed proxy card or voting instruction form marked “withheld” with respect to the election of any director nominee will not be voted and will not count for or against such nominee, except as provided in the majority voting policy.

How many votes are needed to approve the advisory vote on executive compensation and the advisory vote on the frequency of the vote on executive compensation?

Approval, on an advisory basis, of the 2015 compensation of our Named Executive Officers (as defined below) requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting.

Approval, on an advisory basis, of a voting frequency requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes, the option receiving the greatest number of votes will be considered the frequency recommended by the Company’s shareholders. Our current policy is to seek an advisory vote of our shareholders on executive compensation every one year.

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While we intend to carefully consider the voting results of these proposals, the final votes are advisory in nature and therefore not binding on us, our Board or the Compensation Committee. Our Board and Compensation Committee value the opinions of all of our shareholders and will consider the outcome of these votes when making future decisions on executive compensation.

How many votes are needed to appoint Ernst & Young LLP as the Company’s auditor for the fiscal year ending December 31, 2016 and to authorize the Audit Committee to fix the remuneration of the authors?

The appointment of Ernst & Young LLP as our auditor and authorization of the Audit Committee to fix the remuneration of the auditors requires a majority (greater than 50%) of the votes cast at the Meeting, and votes cast includes only those votes cast “FOR” this proposal. A properly executed proxy card or voting instruction form marked “WITHHOLD” with respect to this proposal will not be voted and will not count for or against this proposal.

How many votes are needed to approve the amendment and restatement of the Stock Option Plan?

The ordinary resolution approving the amendment and restatement of our Stock Option Plan requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting.

How many votes are needed to approve the Senior Executive Performance Share Unit Plan?

Approval of the ordinary resolution approving the Senior Executive Performance Share Unit Plan requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting.

How many votes are needed to approve the Employee Performance Share Unit Plan?

Approval of the ordinary resolution approving the Employee Performance Share Unit Plan requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting.

How many votes are needed to approve the amended 1999 Employee Stock Purchase Plan?

Approval of the ordinary resolution approving the amended 1999 Employee Stock Purchase Plan requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting.

How many votes are needed to approve reconfirmation of the Shareholder Rights Plan?

The ordinary resolution to approve reconfirmation of the Shareholder Rights Plan requires the affirmative vote of a majority (greater than 50%) of the votes cast at the Meeting.

Will my shares be voted if I do not sign and return my Proxy Card or Voting Instruction Form?

If your shares are registered in your name and you do not sign and return your proxy card, or attend and vote in person, your shares will not be voted at the Meeting. If your shares are held through an account with a brokerage firm, bank, dealer or other nominee, your brokerage firm or other nominee, under certain circumstances, may vote your shares.

How are votes counted?

If your instructions as to voting in any proxy card or voting instruction form are certain, your shares will be voted or withheld from voting in accordance with your instructions. If you do not specify a choice in the proxy card or voting instruction form as to any of the following matters, and one of the proxy holders recommended by management is appointed as proxy holder, your shares will be voted:

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Voting results will be tabulated and certified by a representative of Computershare Investor Services, Inc., scrutineer of the Meeting.

What happens if additional matters are presented at the Meeting?

Management of the Company is not aware of any amendments to or variations of any of the matters identified in the enclosed Notice of Annual and Special Meeting of Shareholders nor of any other business which may be brought before the Meeting. The proxy in the accompanying form, when properly completed and delivered and not revoked, will confer discretionary authority upon a proxy holder named therein to vote your shares on any amendments or variations of any of the matters identified in the accompanying Notice of Annual and Special Meeting and on any other matter that may properly be brought before the Meeting in respect of which such proxy has been granted, subject to any limitations imposed by law.

Where can I find the voting results of the Meeting?

The Company intends to publish the voting results of the Meeting in a Current Report on Form 8-K, which will be filed with the SEC at www.sec.gov within four business days after the date of the Meeting and on SEDAR at www.sedar.com.

How can I obtain additional information, including a copy of the Proxy Statement and the 2015 Annual Report on Form 10-K?

The Company will mail, without charge to any registered holder or beneficial owner of common shares, upon written request, a copy of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including the consolidated financial statements, management’s discussion and analysis of financial condition and results of operations, schedules and list of exhibits, and any particular exhibit specifically requested, any interim financial statements of the Company and the relevant management’s discussion and analysis of financial condition and results of operations that have been filed with securities regulators for any period after the end of the Company’s most recently completed financial year and the Company’s information circular/proxy statement in respect of its most recent annual and special meeting of shareholders. Requests should be sent to our Corporate Secretary at 9500 Glenlyon Parkway, Burnaby, British Columbia V5J 0C6, Canada. The Company may require payment of a reasonable charge for reproduction if a person that is not a registered shareholder or beneficial owner of common shares makes the request. This Proxy Statement, the Annual Report on Form 10-K and additional information relating to the Company are also available at www.rbauction.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2015.

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Proposal One: Election of Directors

Questions and Answers about the Election of Directors

What is the current composition of the Board?

The Company’s Articles of Amalgamation require the Board to have at least three and no more than ten directors and provide that the Board is authorized to determine the actual number of directors within that range. The current Board is composed of the following eight directors: Ravichandra (Ravi) K. Saligram, Beverley Briscoe, Robert G. Elton, Erik Olsson, Eric Patel, Edward B. Pitoniak, Lisa Anne Pollina and Christopher Zimmerman. Lisa Anne Pollina is not standing for re-election at the Meeting. The Board has determined that the number of directors following the Meeting shall be seven, which is the number of directors to be elected at the Meeting.

The Board’s Nominating and Corporate Governance Committee has commenced a search to identify a candidate to replace Lisa Anne Pollina as a director. In connection with such search process, the Nominating and Corporate Governance Committee will consider the skills and attributes of the potential candidates, the business strategy and direction of the Company and the diversity policy adopted by the Board in February 2015. If this search process identifies an appropriate candidate, the Board may, following the Meeting, and prior to the next annual general meeting of the Company, increase the number of directors and appoint an additional director to hold office until the Company’s annual general meeting in 2017.

Is the Board divided into classes? How long is the term?

No, the Board is not divided into classes. All directors are elected for one-year terms to hold office until the next annual meeting of shareholders unless he or she sooner ceases to hold office.

Who can nominate individuals for election as directors?

Shareholders may nominate director candidates pursuant to and in accordance with the provisions of the Company’s by-laws, which includes advance notice provisions for nominations of directors by shareholders, and of the Canada Business Corporations Act (the “CBCA”). The advance notice provisions require advance notice to the Company of nominations for persons for election to the Board in circumstances where nominations are made other than pursuant to a shareholder proposal made in accordance with the provisions of the CBCA or a requisition of shareholders made in accordance with the CBCA. Shareholders should note that nominations for directors must be made in compliance with the procedures in the Company’s by-laws, which include requirements to notify the Company in writing in advance of an intention to nominate directors for election to the Board prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in such notice. Please see the information under “Shareholder Proposals and Director Nominations” on page 98.

The Company has not received any director nominations in connection with the Meeting.

Who is standing for election this year?

The following seven current Board members are being nominated by or at the direction of the Board, based on the recommendation of the Nominating and Corporate Governance Committee:

Each of the nominees, except Mr. Saligram, qualifies as independent under applicable NYSE listings standards and Canadian securities laws and regulations and the rules of the Toronto Stock Exchange (the “TSX”). See “Corporate Governance — Independence of the Directors” on page 20 for a summary of how

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“independence” is determined. Additional information concerning the above nominees, including their ages, positions and offices held with the Company, and terms of office as directors, is set forth below under “Information Concerning the Nominees to the Board of Directors” on page 9.

What if a nominee is unable or unwilling to serve?

If any one or more of the nominees named in this Proxy Statement is unable to serve or for good cause will not serve, then the persons voting the accompanying proxy may in their discretion vote for a substitute. The persons named in the enclosed form of proxy intend to vote for the election of any such substitute nominee. Each of the nominees has agreed to serve, if elected, and the Board is not presently aware of any reason that would prevent any nominee from serving as a director if elected.

How are nominees elected?

In the election of directors you may vote “FOR” each or any of the nominees, or you may “WITHOLD” from voting for each or any of the nominees. The seven nominees receiving the highest number of votes “FOR” cast in person or by proxy at the Meeting will be elected as directors.

Might directors elected be required to resign?

Yes. The Board has adopted a majority voting policy that will apply to any uncontested election of directors. Pursuant to this policy, any nominee for director who receives a greater number of votes marked “WITHHOLD” than votes “FOR” such election will promptly tender his or her resignation to the Chair of the Board following the meeting. The Board’s Nominating and Corporate Governance Committee will consider the offer of resignation and make a recommendation to the Board whether to accept it.

In making its recommendation with respect to a director’s resignation, the Nominating and Corporate Governance Committee will consider, in the best interests of the Company, the action to be taken with respect to such offered resignation. The recommended action may include (i) accepting the resignation; (ii) recommending that the director continue on the Board but addressing what the Nominating and Corporate Governance Committee believes to be the underlying reasons why shareholders “withheld” votes for election from such director; or (iii) rejecting the resignation.

The Nominating and Corporate Governance Committee would be expected to recommend that the Board accept the resignation except in extenuating circumstances. The Board will consider the Nominating and Corporate Governance Committee’s recommendation within 90 days following the Company’s annual meeting, and in considering such recommendation, the Board will consider the factors taken into account by the Nominating and Corporate Governance Committee and such additional information and factors that the Board considers to be relevant. The Board will promptly disclose its decision by a press release, such press release to include the reasons for rejecting the resignation, if applicable. A director who tenders his or her resignation pursuant to the majority voting policy will not be permitted to participate in any meeting of the Board or the Nominating and Corporate Governance Committee at which the resignation is considered. If the resignation is accepted, subject to applicable law, the Board may leave the resultant vacancy unfilled until the next annual general meeting, fill the vacancy through the appointment of a new director whom the Board considers to merit the confidence of the shareholders, or call a special meeting of shareholders at which there will be presented one or more nominees to fill any vacancy or vacancies.

May additional directors be appointed by the Board between annual general meetings?

The Articles of Amalgamation of the Company provide that the Board has the power to increase the number of directors at any time between annual meetings of shareholders and appoint one or more additional directors, provided that the total number of directors so appointed shall not exceed one-third of the number of directors elected at the previous annual meeting.

Information Concerning the Nominees to the Board of Directors

The following table sets forth certain information with respect to the nominees to our Board. Directors are to be elected for a one year term expiring at our next annual meeting unless he or she sooner ceases to hold office (if the director dies or resigns, is removed by resolution of the shareholders or becomes disqualified from being a director under the CBCA).

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The Board and the Nominating and Corporate Governance Committee believe that each director nominee brings a strong set of attributes and qualifications and that together these director nominees would create an effective and well-functioning Board that will continue to serve the Company and our shareholders well. Included in each director nominee’s biography below is a summary describing the key attributes and qualifications of the nominees upon which the decisions to nominate were made. Information below regarding shares owned, controlled or directed, deferred share units (“DSUs”) issued under the Company’s Non-Executive Director Deferred Share Unit Plan and restricted share units (“RSUs”) granted under the Company’s restricted share unit plans is given as of March 7, 2016.

BEVERLEY ANNE BRISCOE Residence: Vancouver, B.C., Canada Age: 61 Independent Director since: October 29, 2004 Shares owned, controlled or directed: 22,288 DSUs held: 17,712   Committees Member of the Nominating and Corporate Governance Committee   Voting results 2015 Votes For: 91,228,658 Percentage: 99.27%   Key attributes and qualifications Ms. Briscoe has strong financial and leadership skills, having served as President of Hiway Refrigeration Limited for 17 years and in a number of financial roles prior thereto. Ms. Briscoe’s service on the boards of a number of other institutions, including her current role as Chair of the Audit Committee for the Office of the Superintendent of Financial Institutions, enables her to bring to the Board experience and knowledge of governance and financial matters from a number of perspectives.		Ms. Briscoe was appointed Chair of the Board effective June 30, 2014 and has been a director of the Company since 2004. Ms. Briscoe’s previous employment includes: from 2004 to present she worked as a management consultant and corporate director, from 1997 to 2004 she was President and owner of Hiway Refrigeration Limited, a British Columbia-based company specializing in selling and servicing transportation refrigeration equipment used in the trucking and shipping industries; from 1994 to 1997 she was Vice President and General Manager of Wajax Industries Limited, a heavy equipment dealer; from 1989 to 1994 she was Chief Financial Officer for the Rivtow Group of Companies., a marine transportation and industrial equipment conglomerate; from 1983 to 1989 she held CFO positions with several operating divisions of The Jim Pattison Group, a diversified holding company involved in the automotive, advertising, media, agricultural equipment, food and beverage, entertainment, financial and news distribution industries; and from 1977 to 1983 she worked as an auditor with a predecessor firm of PricewaterhouseCoopers. She is the past Chair of the Industry Training Authority for British Columbia, past Chair of the BC Forest Safety Council and past Chair of the Audit Committee for the Office of the Superintendent of Financial Institutions. She currently is a director and Audit Committee Chair of Goldcorp Inc. Ms. Briscoe is a Fellow of the Institute of Chartered Accountants, has a Bachelor of Commerce degree from the University of British Columbia, and is also a Fellow of the Institute of Corporate Directors.   Other directorships Goldcorp Inc. (TSX: “G”; NYSE: “GG” — a public gold and precious metal company) — Director; Chair of the Audit Committee and member of the Environmental Health and Safety Committee

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RAVICHANDRA K. SALIGRAM Residence: Vancouver, B.C., Canada Age: 59 Not Independent Director since: July 7, 2014 Shares owned, controlled or directed: 20,575 RSUs held: 17,770 PSUs held: 228,166(1)   Committees None   Voting results 2015 Votes For: 91,862,437 Percentage: 99.96%   Key attributes and qualifications Mr. Saligram’s tenure as CEO, President and a member of the board of directors for OfficeMax Incorporated provides valuable business, leadership and management experience, including expertise in the omnichannel provision of products, services and solutions. Mr. Saligram’s past and current experience as a director on other public boards provides a broad perspective on matters facing public companies and governance matters.		Mr. Saligram was appointed CEO and a director in July 2014. Prior to joining the Company, Mr. Saligram was CEO, President and a member of the board of directors of OfficeMax Incorporated (2010 – 2013), an omnichannel provider of workplace products, services and solutions. From 2003 through November 2010, Mr. Saligram served in executive management positions with ARAMARK Corporation, a global food services company, including President of ARAMARK International and Chief Globalization Officer and Executive Vice President of ARAMARK Corporation. From 1994 through 2002, Mr. Saligram served in various capacities for the InterContinental Hotels Group, a global hospitality company, including President of Brands and Franchise for North America; Chief Marketing Officer and Managing Director, Global Strategy; President, International; and President, Asia Pacific. Earlier in his career, Mr. Saligram held various general and brand management roles at S.C. Johnson & Son, Inc. in the United States and overseas. Mr. Saligram earned an MBA from the University of Michigan, Ann Arbor, and an electrical engineering degree from Bangalore University, India.   Other directorships Church & Dwight Co., Inc. (NYSE: “CHD” — a public consumer products company) — Director and member of the Governance and Nominating Committee.
ROBERT GEORGE ELTON Residence: Vancouver, B.C., Canada Age: 64 Independent Director since: April 30, 2012 Shares owned, controlled or directed: nil DSUs held: 9,763   Committees Chair of the Audit Committee Member of the Compensation Committee   Voting results 2015 Votes For: 91,336,481 Percentage: 99.42%   Key attributes and qualifications Mr. Elton’s experience in senior executive positions during the course of the past 15 years brings strong leadership and management skills to the Company. Mr. Elton’s tenure in academia, currently an adjunct professor at the University of British Columbia’s Sauder School of Business, enables him to bring to the Board knowledge of business from a current and alternative perspective.		Mr. Elton is currently acting as Chief Risk Officer of Vancouver City Savings Credit Union. Mr. Elton is also a corporate director and an adjunct professor at the University of British Columbia’s Sauder School of Business. Mr. Elton was President and Chief Executive Officer of BC Hydro, a government-owned electric utility, from 2003 to 2009. Prior to this he was Executive Vice President Finance and Chief Financial Officer of BC Hydro (2002 – 2003), Powerex (2001 – 2002), a subsidiary of BC Hydro, and Eldorado Gold Corporation (1996 – 2001) (TSX: “ELD”; NYSE “EGO”; ASX: “EAU”). Mr. Elton spent over 20 years with PriceWaterhouseCoopers and predecessor firms, becoming partner in 1987 before leaving the firm in 1996. He is a Fellow of the Institute of Chartered Accountants in British Columbia and has a Master of Arts degree from Cambridge University, U.K.   Other directorships Aquatics Informatics Inc. (a private software company) — Director   Corix Utilities (a private utility infrastructure company) — Director   Nurse Next Door (a private company) — Chair, Business Advisory Board

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ERIK OLSSON Residence: Scottsdale, AZ, USA Age: 53 Independent Director since: June 1, 2013 Shares owned, controlled or directed: nil DSUs held: 6,654   Committees Member of the Compensation Committee   Voting results 2015 Votes For: 91,441,738 Percentage: 99.50%   Key attributes and qualifications Mr. Olsson’s experience in senior leadership positions, as well as his knowledge of the equipment industry in general, provides important insight to our Board on the Company’s strategic planning and operations. Further, his experience as a member of another public company board provides him with an enhanced perspective on issues applicable to public companies.		Mr. Olsson is currently President, Chief Executive Officer and a Director of Mobile Mini, Inc. (NASDAQ-GS: MINI), the world’s leading provider of portable storage solutions. He is also a member of the board of Dometic Group AB, a global industrial provider of solutions for mobile living. Mr. Olsson had previously been President, Chief Executive Officer, and a Director of RSC Holdings, Inc., a premier provider of rental equipment in North America, prior to its acquisition by United Rentals, Inc. in April 2012. Prior to that he served as Chief Financial Officer and Chief Operating Officer of RSC Holdings, Inc. In addition, he held various senior positions in the United States, Brazil, and Sweden in his 13 years with industrial group Atlas Copco AB, a mining equipment maker. Mr. Olsson holds a degree in Business Administration and Economics from the University of Gothenburg.   Other directorships Mobile Mini, Inc. (NASDAQ-GS: “MINI” — self storage company)
ERIC PATEL Residence: Vancouver, B.C., Canada Age: 59 Independent Director since: April 16, 2004 Shares owned, controlled or directed: 18,925 DSUs held: 6,302   Committees Chair of the Compensation Committee(2) Member of the Audit Committee   Voting results 2015 Votes For: 91,189,766 Percentage: 99.23%   Key attributes and qualifications Mr. Patel’s career in senior financial leadership positions, including serving as chief financial officer for a number of companies, provides valuable financial expertise to the Board. In addition, Mr. Patel’s service on the boards of private companies, including two chair positions, enables him to bring to the Board experience and knowledge of corporate governance issues from an alternative perspective.		Mr. Patel is currently a business consultant and corporate director. He was previously Chief Financial Officer of Pembrook Mining Corp., a private mining company, from 2007 until 2010. Prior to joining Pembrook, Mr. Patel was the Chief Financial Officer of Crystal Decisions, Inc., a privately held software company. Mr. Patel joined Crystal Decisions in 1999 after holding executive level positions, including that of Chief Financial Officer, with University Games, Inc., a privately held manufacturer of educational toys and games. Before 1997, Mr. Patel worked for Dreyer’s Grand Ice Cream as Director of Strategy, for Marakon Associates strategy consultants and for Chemical Bank. Mr. Patel holds an MBA degree from Stanford University and a Bachelor of Arts degree from Brown University.   Other directorships ACL Services Ltd. (a private software company) — Board Chair   Daiya Foods Inc. (a private food company) — Chair   Mobify, Inc. (a private software company) —  Director

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EDWARD BALTAZAR PITONIAK Residence: Exeter, RI, USA Age: 60 Independent Director since: July 28, 2006 Shares owned, controlled or directed: 7,221 DSUs held: 10,738   Committees Chair of Nominating and Corporate Governance Committee Member of the Audit Committee   Voting results 2015 Votes For: 81,873,237 Percentage: 99.97%   Key attributes and qualifications With more than 10 years’ experience in senior leadership positions at several public companies, Mr. Pitoniak has valuable business, leadership and management experience. The Company benefits from Mr. Pitoniak’s strong operational experience, as well as his experience on the board of another public entity.		Mr. Pitoniak is currently the Chairman of InnVest, a real estate investment trust holding a large portfolio of hotels in Canada. Mr. Pitoniak retired in 2009 from the position of President and Chief Executive Officer and Director of bcIMC Hospitality Group, a hotel property and brand ownership entity (formerly a public income trust called Canadian Hotel Income Properties Real Estate Investment Trust (“CHIP”) — TSX: “HOT.un”), where he was employed since January 2004. Mr. Pitoniak was also a member of CHIP’s Board of Trustees before it went private. Prior to joining CHIP, Mr. Pitoniak was a Senior Vice-President at Intrawest Corporation (TSX: “ITW”; NYSE “IDR”), a ski and golf resort operator and developer, for nearly eight years. Before Intrawest, Mr. Pitoniak spent nine years with Times Mirror Magazines, where he served as editor-in-chief and advertising director with Ski Magazine. Mr. Pitoniak has a Bachelor of Arts degree from Amherst College.   Other directorships InnVest REIT (TSX: “INN”, a public company) —  Trustee; Member of Investment Committee
CHRISTOPHER ZIMMERMAN Residence: Manhattan Beach, CA, USA Age: 56 Independent Director since: April 11, 2008 Shares owned, controlled or directed: 6,856 DSUs held: 10,738   Committees Member of the Nominating and Corporate Governance Committee(3)   Voting results 2015 Votes for: 91,434,268 Percentage: 99.50%   Key attributes and qualifications Mr. Zimmerman brings over 30 years of business, operating and leadership experience to the Board. The Company benefits from Mr. Zimmerman’s strong operational and international expertise from his experience as a chief executive officer of several organizations throughout the course of the past ten years.		Mr. Zimmerman is currently President and CEO of business operations for the St. Louis Blues. Prior to this, he was President of Easton Sports, a designer, developer and marketer of sports equipment and accessories. Prior to joining Easton Sports, Mr. Zimmerman was President and Chief Executive Officer of Canucks Sports and Entertainment, a sports entertainment company in Vancouver, B.C, from 2006 until 2009. Before joining Canucks Sports and Entertainment, Mr. Zimmerman was the President and Chief Executive Officer of Nike Bauer Inc., a hockey equipment company. Prior to this appointment in March 2003, Mr. Zimmerman was General Manager of Nike Golf USA. He joined Nike Golf in 1998 after spending 16 years in a variety of senior advertising positions, including USA Advertising Director for the Nike Brand and Senior Vice President at Saatchi and Saatchi Advertising in New York. Mr. Zimmerman has an MBA from Babson College.

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In addition to the information presented above regarding common shares beneficially owned, controlled or directed, Mr. Saligram, the CEO of the Company, is the only director that holds stock options. None of the Company’s non-executive directors have been granted stock options since their appointment. The Company ceased granting stock options to non-executive directors in 2004, and the Company’s Policy Regarding the Granting of Equity-Based Compensation Awards (the “Stock Option Policy”) precludes any such issuance.

Recommendation of the Board

The Board recommends a vote “FOR” each of the nominees.

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Information Concerning Our Executive Officers

The following table sets forth certain information with respect to our current executive officers other than Mr. Saligram, whose information may be found under “Proposal One: Election of Directors — Information Concerning the Nominees to the Board of Directors” on page 9.

JIM BARR Group President, Emerging Businesses, Brand Innovation and Technology Services Age: 53		Jim Barr joined the company in November 2014. Before that he was most recently Executive Vice President and Chief Digital Officer at OfficeMax, where he was responsible for all aspects of the company’s e-commerce business and for driving its multi-channel digital strategy. Mr. Barr developed and executed strategies to drive profitable growth in several senior level e-commerce positions. He served as President of Sears Holdings Corporations’ online division where he held full P&L accountability for multi-channel strategy and online sites such as sears.com and kmart.com. Prior to joining Sears, Mr. Barr held positions of increasing responsibility at Microsoft for 12 years, most recently serving as General Manager, Commerce & Marketplaces, where he launched and led several marketplace businesses, including comparison shopping, auctions, online classifieds listings and the Windows Marketplace, and General Manager, Business Development, MSN.   Mr. Barr is a graduate of Miami University and received a Master of Business Administration degree from The University of Chicago Booth School of Business.
SHARON DRISCOLL Chief Financial Officer Age: 54		Sharon Driscoll joined the Company in July 2015 as Chief Financial Officer, following 17 years of senior executive experience at companies such as Rexall Pharmacies Canada (Katz Group Canada), Sears Canada Inc. and Loblaw Companies Limited. Most recently, Ms. Driscoll was Executive Vice President and CFO at Katz Group Canada Ltd., where she was responsible for all financial operations, including capital allocation, financing strategies, treasury operations, regulatory compliance, risk management and financial talent development. Prior to Katz Group, Ms. Driscoll was Senior Vice President and CFO of Sears Canada Inc., one of Canada’s largest retailers.   Ms. Driscoll is a Chartered Professional Accountant and has a Bachelor of Commerce (Honours) degree from Queen’s University.

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ROB MCLEOD Chief Business Development Officer Age: 52		Rob McLeod began his career with the Company in 1993 as U.S. Controller and held various other positions in the Vancouver head office, including corporate controller. In 1999, Mr. McLeod relocated to Lincoln, Nebraska to establish the Company’s U.S. head office and in 2002 he relocated to the Company’s office in the Netherlands, where he was Sr. Manager of Operations for Europe. Returning to the head office in Vancouver in 2005, Mr. McLeod undertook various strategic projects before being appointed Chief Financial Officer in 2008. In July 2015, Mr. McLeod was appointed Chief Business Development Officer, and now oversees all aspects of the Company’s M&A strategy and sector-specific growth initiatives.   Mr. McLeod has a Bachelor of Commerce degree from the University of British Columbia and received his Chartered Accountancy designation while working for KPMG.
KARL WERNER Chief Operational Support & Development Officer; Interim Managing Director, Middle East Age: 51		Karl Werner joined the Company in 1996 as Territory Manager for the Olympic Peninsula and Alaska. In 1999 he was appointed to Regional Manager for the Northwest US and in 2004 transferred to the Company’s corporate head office as Senior Manager, Strategic Projects. In 2005 he was appointed to Divisional Manager, Auction Operations. In 2008 he was appointed to VP of Auction Operations until October 2013, when he became Chief Auction Operations Officer. Mr. Werner was appointed to his current position in November 2014.   Mr. Werner came to the Company after 10 years of operating a heavy-haul transport company. He has a strong background in real estate development and operations management. Mr. Werner sits on advisory boards for various strategic partners.
TODD WOHLER Chief Human Resources Officer Age: 57		Todd Wohler joined the Company in January 2015, and brings over 20 years of experience across multiple geographies and industries. After earning a degree in mechanical engineering, Mr. Wohler began his career at Schlumberger, a global oil and gas technology company, where he began as a field engineer and worked in many different branches of the company in the US, Paris, and London during his 20 year tenure. Mr. Wohler has also served as Chief Human Resources Officer at Quintiles Transnational, as Senior Vice President of Human Resources at ARAMARK for ARAMARK’s international business, and as Senior Vice President of Human Resources at United Water. Over the course of his career Mr. Wohler has been instrumental in building global teams and organizations that have excellent track records of success. He has developed and implemented transformational HR strategies and recruited hundreds of executives and leaders for organizations across the globe in multiple industries. Mr. Wohler has a Bachelor of Science degree in Mechanical Engineering from Virginia Polytechnic Institute and State University and a Master of Business Administration from Tulane University.

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TERRY DOLAN President, U.S. and Latin America Age: 51		Terry Dolan joined the Company as President, U.S. and Latin America in May 2015. Prior to the Company, Mr. Dolan spent 15 years in executive leadership roles at industrial and machinery companies, including leading national sales, operations and marketing teams. His experience has provided him with a strong background in the construction, agriculture and mining sectors. Most recently, Mr. Dolan was Executive Vice President, Global Commercial and Industrial and Mobile Products, at Generac, a leading manufacturer of industrial and residential generators and power products. During his career at Generac, Mr. Dolan also held the roles of Senior Vice President, Sales, where he led the sales efforts for the entire company; and Director, Sales and Business Development, Power Systems.   Mr. Dolan has also held executive positions at Boart Longyear, a drilling equipment manufacturer and service company to the mining sector, and Ingersoll Rand. At Boart Longyear, he held the position of Senior Vice President, Business Development and Marketing, where he led M&A. At Ingersoll Rand he held several roles, including Vice President, Company Owned Stores and Remarketing, Construction Technologies, where he oversaw more than 800 employees and had direct responsibility over two businesses. Mr. Dolan spent the first decade of his career at Case Corporation, where he excelled in numerous sales and operations roles and started the company’s used equipment business. He earned a Bachelor of Science degree, specializing in Management and Communications, from Concordia University.
RANDY WALL President, Canada Age: 57		Randy Wall has been with the Company since 1988 and has held numerous head office and field management positions with the Company, including Manager of Auction Site Development, Manager of Training, Territory Manager, Managing Director of European and Middle Eastern Operations, and Senior Vice President responsible for the Company’s operations in Europe, the Middle East, Africa and the Eastern half of North America. In 2002, Mr. Wall was appointed President and Chief Operating Officer of the Company. He served as President of the Company from 2005 to 2008, then enjoyed a brief semi-retirement (during which he continued his involvement with the company in sales training and Board advisory capacities) before re-joining the Company full time in 2013 as Chief Productivity Officer. Mr. Wall was appointed President, Canada in November 2014.   Mr. Wall is a Chartered Accountant with a Bachelor of Commerce degree from the University of British Columbia. Prior to joining the Company he worked several years with predecessor firms of KPMG as a Senior Tax Manager.

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JEROEN RIJK Managing Director, Europe Age: 44		Jeroen Rijk has held progressively more senior roles at the Company since he began at the Company in 1995. Prior to becoming Managing Director, Europe in November 2014, Mr. Rijk was Group Senior Vice President, Sales — Europe, and oversaw all sales and operations activities for the Company in 15 countries across Europe. He was instrumental in building the Company’s business in Southern Europe and developing a team of strong sales leaders in the region. His past roles at the Company span many functions, including sales management, sales, yard operations and accounting.   Mr. Rijk has a Master’s of Science degree in International Transport from the University of Wales, College of Cardiff, as well as Bachelor degrees specializing in management. He speaks Dutch, English and Spanish fluently, and also understands German.
KIERAN HOLM Managing Director, Asia Pacific Age: 48		Kieran Holm has over a decade of experience with the Company, beginning his career at the Company in 2004 in the marketing department. Mr. Holm has held progressively more senior positions, including Area Manager in Texas; Regional Manager in Chicago; and most recently, Vice President of Sales, North Central U.S. before being appointed to his current position in Japan. Mr. Holm has developed and executed strong sales growth strategies, managed high-performing sales teams and spearheaded the Company’s expansion into auctioning real-estate assets.   Mr. Holm holds an MBA, specializing in finance, from McGill University, earned at the University’s Tokyo, Japan, campus; and a Bachelor of Arts degree from the University of Victoria (Canada). He speaks English, Japanese and French.
DOUG OLIVE SVP, Pricing & Appraisals Age: 45		Doug Olive has been employed by the Company for 19 years. Mr. Olive has held progressively more senior roles at the Company, including Territory Manager, Regional Manager, Divisional Manager, Prairies, and Divisional Manager for Western Canada. He also held the position of Senior Valuation Analyst to work closely with the company’s U.S. Eastern Division and Eastern Canada Division and managed their at risk business. In April of 2015, Mr. Olive was appointed as the Company’s Senior Vice President, Valuations and Appraisals. Prior to that, he was VP of Pricing and Appraisals and has been in that role for the last five years. Mr. Olive holds vast equipment knowledge, deal structuring expertise and pricing know how.

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DARREN WATT General Counsel & Corporate Secretary Age: 44		Darren Watt joined the Company in 2004 as in-house legal counsel. In 2012, Mr. Watt was promoted to Vice President Legal Affairs, and in 2013 was appointed General Counsel and Corporate Secretary, and also assumed the role of VP Corporate Development until the appointment of Mr. Saligram and the subsequent establishment of a distinct corporate development team in 2015; at which point Mr. Watt resumed his focus on legal matters. Prior to joining the Company Mr. Watt practiced with McCarthy Tétrault LLP (1998 – 2004) as an Associate lawyer in the area of Corporate Finance & Securities. Mr. Watt is a member of the Law Society of British Columbia and holds a Law Degree from the University of British Columbia, as well as an Honours Bachelor of Arts degree (International Relations) from the University of Toronto.
BECKY ALSETH Acting Chief Marketing Officer Age: 54		Becky Alseth joined the Company as Acting Chief Marketing Officer in December 2015. Prior to joining the Company, Ms. Alseth served as Vice President of Marketing at HZO, Inc. since February of 2014, Chief Development and Marketing Officer during 2012 and 2013 at First (a not-for-profit public charitable organization) and from 2006 to 2011 as Senior Vice President of Marketing at Avis Budget Group. Ms. Alseth started in her marketing career working in a series of progressive brand management roles at leading Fortune 500 companies including The Clorox Company, Nestle, and Diageo.   Ms. Alseth earned her Bachelor of Science in Society & Technology from Montana Tech and her MBA from the University of Washington Foster School of Business.

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Corporate Governance

Overview

The Board and the Company believe that excellent corporate practices are essential for the effective and prudent operation of the Company and for enhancing shareholder value. The Board’s Nominating and Corporate Governance Committee is responsible for reviewing and, if deemed necessary, recommending changes to the Company’s corporate governance practices.

Structure and Members of the Board

The Company’s Articles of Amalgamation require the Board to have at least three and no more than ten directors and provide that the Board is authorized to determine the actual number of directors within that range. The current Board is comprised of the following eight directors:

Independence of the Directors

The Board is comprised of a majority of independent directors as defined under the applicable rules of the NYSE and Canadian National Instruments 58-101 (“NI 58-101”) and 52-110 (“NI 52-110”). The NYSE listing standards provide that no director qualifies as “independent” unless the Board affirmatively determines that such director has no material relationship with the Company and NI 58-101 and NI 52-110 provide, in effect, that an independent director is a person that has no direct or indirect “material relationship” with the Company (defined to mean a relationship which could in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment). The NYSE listing standards and NI 52-110 set forth specific categories of relationships that disqualify a director from being independent.

The Board has reviewed the independence of each director and considered whether any director has a material relationship with the Company. As a result of this review, the Board affirmatively determined that Beverley Briscoe, Robert G. Elton, Erik Olsson, Eric Patel, Edward B. Pitoniak, Christopher Zimmerman and Lisa Anne Pollina, representing seven of the eight directors, are independent within the meaning of the applicable rules of the NYSE and NI 58-101 and NI 52-110. Mr. Saligram is not independent given his employment as CEO of the Company. The Board’s independence determination was based on information provided by the directors.

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Meetings of the Board and Board Member Attendance at Annual Meeting

In the year ended December 31, 2015, the Board held nine meetings. Agenda and materials in relation to Board and Board committee meetings are generally circulated to directors for their review in advance of meetings. The following table presents information about attendance by directors at Board and committee meetings for the year ended December 31, 2015.

Director

Board Meetings

Audit Committee Meetings

Compensation Committee Meetings

Nominating and Corporate Governance Committee Meetings

Ravi K. Saligram

9 of 9

Beverley Briscoe

9 of 9

4 of 4

6 of 6

Robert G. Elton

9 of 9

4 of 4 (Chair)

6 of 6

Erik Olsson

9 of 9

6 of 6

Eric Patel(1)

9 of 9

4 of 4

4 of 4 (Chair)

2 of 2

Edward B. Pitoniak

9 of 9

4 of 4

6 of 6 (Chair)

Lisa Anne Pollina(2)

7 of 7

3 of 3

3 of 3

Christopher Zimmerman(3)

8 of 9

2 of 2 (Chair)

4 of 4

In addition, the independent directors held five meetings and several information sessions in 2015 without management present. These meetings were chaired by the Chair of the Board. Such meetings are scheduled regularly during the year, usually immediately after the Board’s regular quarterly meetings.

Board members are encouraged but not required to attend the annual general meeting of shareholders. All of the directors serving at such time attended the 2015 annual and special meeting of shareholders.

Independent Chair

Beverley Briscoe is the Chair of the Board and is an independent director. Under the description of the position adopted by the Board, Ms. Briscoe is responsible for overseeing the management, development and effective performance of the Board, and taking all reasonable measures to ensure that the Board fully executes its mandate and that directors clearly understand and respect the boundaries between the Board’s and management’s responsibilities. See also “— Board Leadership Structure” on page 30.

Board Mandate

The mandate of the Board is to supervise management of the Company and to act in the best interests of the Company and its shareholders. The Board acts in accordance with its formal mandate and:

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The Board or its designated committees approve significant decisions that affect the Company and its subsidiaries before they are implemented. The Board or a designated committee oversees the implementation of such decisions and reviews the results.

The Board meets with the CEO and other executive officers of the Company from time to time to discuss and review internal measures and systems adopted by the management to ensure a culture of integrity throughout the organization.

The Board is involved in the Company’s strategic planning process. The Board is responsible for reviewing and approving strategic initiatives, taking into account the risks and opportunities of the business. Management updates the Board on the Company’s performance in relation to strategic initiatives at least quarterly. Management undertakes an annual strategic planning process, with regular Board involvement in the process and review and approval of the resulting strategic plan. During fiscal 2015, there were nine meetings of the Board. The frequency of meetings and the nature of agenda items change depending upon the state of the Company’s affairs.

The Board is responsible for overseeing the identification of the principal risks of the Company and ensuring that risk management systems are implemented. The principal risks of the Company include those related to the Company’s underwritten business, ability to sustain and manage growth, its reputation and industry. The Audit Committee meets regularly to review reports from management of the Company and discuss specific risk areas with management and the external auditors. The Board ensures that the Company adopts appropriate risk management practices, including a comprehensive enterprise risk management program, and the Board regularly reviews and provides input on the same. See also the discussion under “— Board’s Role in Risk Oversight” on page 30.

The Board is responsible for choosing the CEO, appointing other executive officers and monitoring their performance. The Compensation Committee is responsible for developing guidelines and procedures for selection and long-range succession planning for the CEO.

Following the appointment of a new CEO in 2014, Mr. Saligram, in consultation and with the approval of the Board, developed a new organizational structure for the Company. In connection with this new organizational structure, the Compensation Committee is working together with Mr. Saligram and the recently appointed Chief Human Resources Officer in monitoring and overseeing succession planning within the Company going forward. The committee generally ensures that processes are in place to recruit qualified senior managers, and to train, develop and retain them. The Board encourages senior management to participate in professional and personal development activities, courses and programs, and supports management’s commitment to training and developing its employees with a special focus on areas of strategic importance.

The Board reviews all the Company’s financial communications, including annual and quarterly reports. The Company communicates with its stakeholders through a number of channels including its web site. The Board oversees the Company’s disclosure policy, which requires, among other things, the accurate and timely communication of all material information as required by applicable law.

The Board, through the Audit Committee, oversees the effectiveness and integrity of the Company’s internal control processes and management information systems. The Audit Committee also directly oversees the activities of the Company’s external auditors. The Company’s Disclosure Committee (consisting of the Company’s Chief Financial Officer, Chief Operational Support & Development Officer, General Counsel, VP Finance, Director Risk Management, and Investor Relations Manager) reports to the Audit Committee on a quarterly basis on the quality of the Company’s internal control processes. The Company has also adopted a disclosure policy.

The Nominating and Corporate Governance Committee is responsible for reviewing the governance principles of the Company, recommending any changes to these principles, and monitoring their disclosure. This committee is responsible for the report on corporate governance included in the Company’s Proxy Statement. Through industry forums and access to professional advisors, the committee keeps abreast of best practices to ensure the Company continues to carry out high standards of corporate governance. The Board has adopted Corporate Governance Guidelines, which are available on our website at www.rbauction.com.

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As provided in the Company’s Corporate Governance Guidelines, the Board, with the assistance of the Nominating and Corporate Governance Committee, determines from time to time the number of directors on the Board, within a range specified in the Company’s charter documents. The Board believes that given the size and scope of the Company, the Board should include at least seven directors. Further, the Board feels that the size of seven to nine members is reasonable given the current size and complexity of the Company. The Board believes that the current membership of the Board reflects appropriate experience and an appropriate number of unrelated and independent directors, and permits the Board to operate in an efficient manner. As described below, in February 2015 the Board adopted a diversity policy, including a target to increase the number of women on the Board. As described under “Proposal One: Election of Directors — Questions and Answers about the Election of Directors — What is the current composition of the Board?”, the Nominating and Corporate Governance Committee is in the process of conducting a director search to identify a candidate to replace Lisa Anne Pollina on the Board.

Position Descriptions

The entire Board is responsible for the overall governance of the Company. Any responsibility that is not delegated to senior management or a Board committee remains with the entire Board. The Board has adopted position descriptions for the CEO and the Chair of the Board. The charters of the committees of the Board are considered to be position descriptions for the chairs of the committees. The CEO position description was reviewed and revised in connection with the process of hiring the Company’s new CEO. The CEO has overall responsibility for all Company operations, subject to Board oversight.

The Board reviews and approves the corporate objectives for which the CEO is responsible and such corporate objectives form a key reference point for the review and assessment of the CEO’s performance.

The Board has defined the limits to management’s authority. The Board expects management, among other things, to:

Orientation and Continuing Education

All new directors receive a comprehensive information package, which includes a record of historical public information about the Company, a copy of the Company’s Code of Business Conduct and Ethics, the mandate of the Board and the charters of the Board committees, and other relevant corporate and business information and securities filings. In addition, the Company’s orientation for directors involves meeting with the Chair of the Board, CEO and senior management of the Company for an interactive introductory discussion about the Company, its strategy and operations, providing the directors with an opportunity to ask questions. New directors are also expected to attend a Company auction shortly after their appointment and to attend as an observer at least one meeting of each Board committee during their first year. All directors are also encouraged to meet with management informally, visit auction sites and attend auctions and “town hall” meetings on a periodic basis.

Senior management makes regular presentations to the Board on the main areas of the Company’s business and updates the Board quarterly on the Company’s financial and operating performance. External subject matter experts are also invited to make presentations to the Board on emerging topics of interest, on a periodic basis. Periodically, directors tour the Company’s various facilities and attend Company auctions.

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Directors are encouraged to take relevant professional development courses at the Company’s expense, and at times, the Company also recommends appropriate courses and conferences and encourages directors to attend. The Company maintains, at its expense, individual memberships for all directors with the National Association of Corporate Directors and the Institute of Corporate Directors and a number of directors have attended training courses offered to members of these institutions. The Company also canvases the directors on an annual basis to determine what courses or training each of them has attended during the past year.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics, applicable to all directors, officers and employees, the full text of which can be found on our website at www.rbauction.com. Any shareholder may request a paper copy, free of charge, of the Code of Business Conduct and Ethics by making such request in writing to Ritchie Bros. Auctioneers Incorporated, Attention: Corporate Secretary, 9500 Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6, Canada.

The Board and management review and discuss from time to time the effectiveness of the Code of Business Conduct and Ethics and any areas or systems that may be further improved. The Company performs a Code of Business Conduct and Ethics compliance review on an annual basis, and seeks annual confirmation of understanding of and adherence to the Code from all employees throughout the Company and from directors. The Company, through directors’ and officers’ questionnaires and other systems, gathers and monitors relevant information in relation to potential conflicts of interest that a director or officer may have.

No material change report has been filed that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

The Company complies with the relevant provisions under the CBCA that deal with conflict of interest in the approval of agreements or transactions, and the Code of Business Conduct and Ethics sets out additional guidelines in relation to conflict of interest situations. Specifically, the Code of Business Conduct and Ethics includes provisions requiring disclosure and avoidance of conflicts of interest where personal interests interfere, or appear to interfere, with the Company’s business responsibilities, including doing business with family members, accepting outside employment, using corporate opportunities for personal benefit, holding interests in outside organizations that impact the Company and regarding the Company not providing corporate loans or extending credit guarantees to or for the personal benefit of directors or officers.

The Company was founded on, and the business continues to be successful largely as a result of, a commitment to ethical conduct and doing what is right. Employees are regularly reminded about their obligations in this regard and senior management demonstrates a culture of integrity and monitors employees by being in attendance at most of the Company’s industrial auctions.

The Company has implemented procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or reports of wrongdoing or violations of the Code of Business Conduct and Ethics.

Exemptions or waivers from our Code of Conduct and Business Ethics may only be granted by formal approval of senior management and/or the Audit Committee. The Company will publish any waivers of the Code of Code of Conduct and Business Ethics for an executive officer or director on our website. The Company had no such waivers in 2015. Further, during 2015, the Company had no transactions where the policies and procedures summarized above required review, approval, or ratification, or where such policies and procedures were not followed.

Shareholder Communications to the Board

In 2015, in furtherance of its commitment to engaging in constructive and meaningful communication with shareholders, the Company adopted a formal Shareholder Engagement Policy in order to promote open and sustained dialogue with shareholders in a manner consistent with the Company’s disclosure controls and procedures. Shareholders may initiate communications with the Board by directing their questions or concerns to the independent directors through the Chair of the Board c/o the Corporate Secretary, Ritchie Bros. Auctioneers Incorporated, 9500 Glenlyon Parkway, Burnaby, B.C. V5J 0C6 or email to [email protected].

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All relevant correspondence, with the exception of solicitations for the purchase or sale of products and services and other similar types of correspondence, will be forwarded to the Chair. Purely for administrative purposes, correspondence to the Chair may be opened or viewed by the Company’s Corporate Secretary. A copy of the Company’s Shareholder Engagement Policy is available on the Company’s website at www.rbauction.com.

Board Committees

Audit Committee and Audit Committee Financial Expert

The Audit Committee oversees the Company’s corporate accounting and financial reporting processes and the audits of its financial statements. The members of our Audit Committee are Robert G. Elton, Eric Patel, Edward B. Pitoniak and Lisa Anne Pollina. Mr. Elton is Chair of the Audit Committee. All committee members qualify as independent directors for audit committee purposes under the applicable NYSE listing standards, SEC rules and National Instrument 52-110, Audit Committees adopted by the Canadian Securities Administrators. The Board has determined that all current members of the Audit Committee are “financially literate” as interpreted by the Board in its business judgment. Mr. Elton further qualifies as an audit committee “financial expert,” as defined in the applicable rules of the SEC. The Audit Committee held four meetings during 2015.

Information regarding the relevant education and experience of the members of the Audit Committee, as required under NI 52-110, is disclosed, other than with respect to Ms. Pollina, under “Proposal One: Election of Directors — Information Concerning the Nominees to the Board of Directors”. Since 2012, Ms. Pollina has served as Vice Chairman of the RBC Capital Markets division of Royal Bank of Canada. RBC Capital Markets is the corporate and investment banking arm of RBC and offers mergers and acquisitions support, securities trading and research, foreign exchange, infrastructure services and advisory services. From 2010 to 2012, Ms. Pollina served as Senior Advisor to the Chief Executive Officer of RBC International, also a division of Royal Bank of Canada. From 2006 to 2010, she served as Senior Vice President, Global Financial Institutions and performed Advisory Services for Bank of America. Ms. Pollina co-founded and served as Managing Partner of Bordeaux Capital, a strategic and financial advisory firm, from 2002 to 2006. From 1999 to 2002, she held Vice President and Senior Vice President roles with Scient, Inc., a technology consulting firm. Ms. Pollina founded and led Global Financial Advisory from 1992 to 1997. From 1989 to 1992, she was employed by Hermés International. Ms. Pollina holds a B.S. from Western Michigan University and an M.B.A. from Yale University.

The Audit Committee Charter establishes the Audit Committee and sets out its duties and responsibilities. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter on an annual basis and, if appropriate, proposes changes to the Board. The Audit Committee Charter was most recently updated in November 2015. The Audit Committee Charter is available on our website at www.rbauction.com. For further information on our Audit Committee and related matters, including the Report on Audited Financial Statements, see “Proposal Four: Appointment of Ernst & Young LLP” on page 73.

The Audit Committee meets periodically with our independent accountants and management to review the scope and results of the annual audit and to review our financial statements and related reporting matters prior to the submission of the financial statements to the Board. In addition, the committee meets with the independent auditors on at least a quarterly basis to review and discuss the annual audit or quarterly review of our financial statements.

Compensation Committee

The Board has established a Compensation Committee, the current members of which are Eric Patel, Robert G. Elton, Erik Olsson and Lisa Anne Pollina. Mr. Patel is Chair of the Compensation Committee. The Board has determined that the current committee members each qualify as independent directors for compensation committee purposes under the applicable NYSE standards, SEC rules and NI 58-101 and a non-employee director under the SEC rules. The Compensation Committee held six meetings during 2015.

The Compensation Committee reviews and assesses its charter at least annually and, if appropriate, proposes changes to the Board. The charter was most recently updated in August 2015. A copy of the charter is available on our website at www.rbauction.com.

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The Compensation Committee, acting pursuant to its charter is responsible for, among other matters:

The Compensation Committee’s charter allows the committee to form and delegate authority to subcommittees and to delegate authority to one or more designated members of the Board or Company officers, provided that any such delegation complies with all applicable laws, regulations and stock exchange rules. See “Compensation Discussion and Analysis” on page 36 for additional discussion regarding the process and procedures of the Compensation Committee with respect to compensation.

Nominating and Corporate Governance Committee

The Board has established a Nominating and Corporate Governance Committee, the current members of which are Edward B. Pitoniak, Beverley A. Briscoe and Christopher Zimmerman. Mr. Pitoniak is Chair of the committee. The Board has determined that the current committee members each qualify as an independent director for nominating and corporate governance committee purposes under the applicable NYSE standards and NI 58-101. The committee held seven meetings during 2015.

The Nominating and Corporate Governance Committee reviews and assesses its charter at least annually and, if appropriate, proposes changes to the Board. The charter was most recently updated in November 2015. The charter is available on our website at www.rbauction.com.

The Nominating and Corporate Governance Committee, acting pursuant to its charter, serves the following purposes:

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Annually, the Nominating and Corporate Governance Committee follows a process designed to consider the election of directors, in accordance with the guidelines articulated in its charter and the Company’s Corporate Governance Guidelines, including, if applicable, to seek individuals qualified to become new Board members for recommendation to the Board to fill any vacancies. In assessing the qualification of a candidate, the committee adheres to the director selection guidelines set forth in the committee’s Charter, which include, among other things:

The Nominating and Corporate Governance Committee believes that having directors with, among other things, relevant professional experience, industry knowledge, functional skills and expertise, geographic experience and exposure, leadership qualities and public company board and committee experience is beneficial to the Board as a whole. Directors with such backgrounds can provide a useful perspective on significant risks and competitive advantages and an understanding of the challenges the Company faces. The committee monitors the mix of skills and experience of directors and committee members to assess whether the Board has the appropriate tools to perform its oversight function effectively. With respect to nominating existing directors, the committee reviews relevant information available to it and assesses their continued ability and willingness to serve as a director. The committee also assesses each person’s contribution in light of the mix of skills and experience the committee deems appropriate for the Board. As a reflection of the Board’s commitment to diversity, the Board has established, in the Company’s Diversity Policy and Directors Selection Guidelines, an objective that at least 25% of the directors, at a full complement of eight directors, be female. The Nominating and Corporate Governance Committee takes into account the diversity objectives set forth in the Diversity Policy and Directors Selection Guidelines, in addition to the relevant skills and experience required by the Board, in selecting candidates for filling Board vacancies and charging its composition.

With respect to considering nominations of new directors, including nominations by shareholders, the Nominating and Corporate Governance Committee conducts a thorough search to identify candidates based upon the criteria set forth above and in its charter. The committee reviews selected candidates and makes a recommendation to the Board. The committee may also seek input from other directors or from senior management when identifying candidates.

The Nominating and Corporate Governance Committee has the responsibility for establishing corporate governance guidelines and overseeing the evaluation and effectiveness of the Board as a whole, as well as the committees of the Board and the contribution of individual directors. The committee maintains and updates from time to time an inventory of the competencies, capabilities and skills of current non-executive Board members. The following matrix is used as a reference tool for the ongoing assessment of Board composition, to ensure that desired skills and attributes are considered as new Board members are being assessed and to identify any gaps in the competencies that are required to successfully advance the overall strategy of the Company.

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General Business SkillsFunctional Experience

Name

Large Organi- zation Experience

CEO Experience

Overseas Experience

Accounting Knowledge

Employee Recruit- ment & Develop- ment

Environ- mental, Health & Safety

Financial/Investment

IT Software, Infra- structure & Security

Marketing

Organi- zational Structure

Sales

Strategic Planning

Industrial Equipment Industry

Beverley Briscoe

x

x

x

x

x

x

x

x

x

x

Robert Elton

x

x

x

x

x

x

x

Erik Olsson

x

x

x

x

x

x

x

x

x

x

Eric Patel

x

x

x

x

x

x

x

Edward Pitoniak

x

x

x

x

x

x

x

x

x

Lisa Pollina

x

x

x

x

x

x

x

x

x

Christopher Zimmerman

x

x

x

x

x

x

x

Pursuant to our by-laws, in addition to nomination of directors by or at the direction of the Board, shareholders may nominate director candidates pursuant to and in accordance with the provisions of the Company’s by-laws, which includes advance notice provisions for nominations of directors by shareholders, and of the CBCA. The advance notice provisions in the Company’s by-laws are described under “Shareholder Proposals and Director Nominations” on page 98.

The Nominating and Corporate Governance Committee periodically reviews the Company’s director compensation practices and recommends to the Board the form and amount of compensation and benefits for directors. The committee from time to time retains independent consultants to provide advice regarding compensation for the directors of the Company. Please refer to the discussion of director compensation under “Non-Executive Director Compensation” on page 33.

Director Assessments

The Board has an annual assessment process for the Board and its committees. The process is administered by the Nominating and Corporate Governance Committee. The process considers Board and committee performance relative to the Board mandate or relevant committee charters, as appropriate, and provides a mechanism for all directors to assess and provide comments on Board, committee and Chair of the Board performance. In February 2016, as part of its continuing effort to advance and refine its annual assessment process, the Board included a peer-to-peer review as part of its 2016 evaluation. The Board periodically engages external advisors to provide an independent evaluation of the Board, most recently in 2012, when the Board engaged the National Association of Corporate Directors’ Board Advisory Services for this purpose. The results of each annual assessment are shared with all directors.

Director Term Limits and Board Renewal

The Company has not adopted formal term limits for the members of the Board (other than a mandatory retirement age of 72 as set out in the Company’s Corporate Governance Guidelines). While there is no formal limit on how long a director may serve, the general guideline, set forth in the Company’s Corporate Governance Guidelines, is that director renewal take place every ten to fifteen years.

The Nominating and Corporate Governance Committee reviews the composition of the Board on a regular basis in relation to approved director criteria and skill requirements and recommends changes as appropriate to renew the Board.

Representation of Women on the Board and in the Director Identification and Selection Process

The Company has adopted a Diversity Policy and amended the Director Selection Guidelines forming part of the Nominating and Corporate Governance Committee Charter (the “Director Selection Guidelines”) to implement the provisions of such Diversity Policy. The Company values diversity and recognizes the organizational strength, deeper problem solving ability and opportunity for innovation that diversity brings to the Board. The Company believes diversity is an important element of corporate governance and is good for the business.

Diversity contributes to the achievement of the Company’s corporate objectives. It enables the Company to attract people with the best skills and attributes, and to develop a workforce whose diversity reflects that of the communities in which it operates.

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The Company’s Diversity Policy and Director Selection Guidelines have established, as a measurable objective for improving gender diversity that by 2016 at least 25% of the Board will be comprised of women, given a full complement of eight directors. In addition to a candidate’s independence, industry knowledge, skills, experience, leadership qualities and other factors, the Nominating and Corporate Governance committee takes into account the diversity objectives set forth in the Diversity Policy and Director Selection Guidelines in selecting candidates for filling nomination and appointment to the Board, and Direction Selection Guidelines require that the committee strive to ensure that the target level of female representation be maintained.

The Company achieved this target at the Company’s annual meeting in 2015, and currently has two female directors on the Board, including the Chair of the Board, representing 25% of the Board. Lisa Anne Pollina, a director, has indicated that she will not stand for re-election. As a result, only one of the proposed nominees for election as directors at the Meeting, representing 14.3% of the nominees, is a woman. The Company remains committed to its target of having at least 25% of the Board comprised of women, given a full complement of eight directors. The Nominating and Corporate Governance Committee has commenced a director search seeking to identify a candidate to replace Lisa Anne Pollina as a director. In connection with such search process, as described above, in addition to relevant skills, attributes and experience required by the Board, the committee will take into account the diversity objectives in the Diversity Policy and Director Selection Guidelines, including the 25% target. If the search process identifies an appropriate candidate, the Board may, following the Meeting, and prior to the Company’s next annual general meeting, appoint an additional director to hold office until the Company’s 2017 annual general meeting. If a woman is so appointed as such additional director, the Company would again achieve the target reference to above.

The Company’s Diversity Policy and the Corporate Governance Guidelines each provide that the Board is tasked with proactively monitoring the Company’s performance in terms of meeting the standards in the Diversity Policy and target relating to women representation on the Board. In connection with the regular review by the Nominating and Corporate Governance Committee of the composition of the Board, the committee considers the effectiveness of the Company in implementing the provisions of the Diversity Policy and target relating to women representation on the Board, and takes such consideration into account in any recommendations the Committee makes to the Board regarding changes to the composition, and in recommending candidates to be nominated for election as directors.

Representation of Women in Executive Officer Appointments

The Company is committed to improving the level of diversity, including the representation of women in executive officer appointments. Management is embarking on a process to assess and improve diversity within the organization and will continue to focus on the development of a diversity and inclusion strategy during 2016. Since 2011, the Company has sponsored various leadership development initiatives including Women’s Go Networking and Mentoring program and the Ritchie Bros. Women in Leadership program open to all female employees aspiring to leadership roles. The Company currently has two female executive officers: Sharon Driscoll, our Chief Financial Officer and Becky Alseth, our Acting Chief Marketing Officer representing 14.2% of the Company’s executive officers.

The Company has not adopted any specific target regarding women in executive positions. The Company believes that it has a balanced approach in its executive selection process and has given emphasis to gender representation in its executive search program. The Company considers the level of representation of women in executive officer positions when making executive officer appointments and diversity, including gender diversity, is a key factor in the Company’s executive position selection process. During 2015, the Company hired two female executive officers. The Company will continue to be focused on further implementing the diversity and inclusion strategy, especially focused on gender diversity, in 2016. Pursuant to the Company’s Diversity Policy, the Company’s management is responsible for implementing the Diversity Policy, achieving the diversity initiatives established by the Company and reporting to the Board on progress toward and achievement of diversity initiatives. The Company is committed to providing an environment in which all employees are treated with fairness and respect, and have equal access to opportunities for advancement based on skills and aptitude.

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Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines addressing, among other things, Board and management roles, Board functions and responsibilities, director qualifications, director independence, Board structure and performance evaluations. The guidelines are available on our website at www.rbauction.com.

Board Leadership Structure

The Board does not have a formal written policy regarding the separation of the roles of CEO and Chair of the Board. This governance framework provides the Board with flexibility to select the appropriate leadership structure for the Company. The Board currently believes that separating the Chair of the Board and CEO positions is the most effective leadership structure for the Company. The Board has determined that having an independent director serve as the Chair of the Board is in the best interests of the shareholders at this time and allows the Chair of the Board to focus on the effectiveness of the Board while the CEO focuses on executing the Company’s strategy and managing the Company’s operations and performance.

As required under the Corporate Governance Guidelines, the Board holds at least four scheduled meetings each year of the non-executive directors without management present. Additional executive sessions may be held from time to time as required. Ms. Briscoe, as independent Chair of the Board, presides at executive sessions. The non-executive directors held five meetings and several information sessions in 2015 without management present.

Board’s Role in Risk Oversight

The Board oversees the Company’s enterprise risk management program, which focuses on the identification, assessment and mitigation of risks associated with achievement of the Company’s strategic objectives. Principal risks are identified and evaluated relative to their potential impact and likelihood of occurrence, including consideration of mitigating activities. The Company’s annual risk assessment process is linked to the annual strategic planning process, with periodic updates conducted to identify potential emerging risks, such as those associated with major business decisions, key initiatives and external factors. The Company’s enterprise risk management program is overseen at the senior executive level in conjunction with the Company’s risk management and internal audit group. Reports on principal risks and mitigation strategies are reviewed by the Company’s executive officers, the Audit Committee and the Board.

Oversight of the Company’s management of principal risks forms part of the mandate of the Board and its committees. The Board has primary responsibility for oversight of the enterprise risk management program. Each of the Company’s principal risks is the responsibility of either a specific committee or the entire Board, as appropriate. The Audit Committee is responsible for reviewing, including with management and the Company’s independent auditor, if appropriate, the guidelines and policies with respect to risk assessment and risk management, specifically the Company’s major financial risk exposures and the steps managements has taken to monitor and control such exposures. The Audit Committee is also responsible for overseeing the Company’s activities with respect to the identification, assessment and mitigation of cybersecurity and technology risks. The Compensation Committee is responsible for compensation risk and accordingly, has considered the implications of the risks associated with the Company’s compensation policies and practices to ensure they do not encourage inappropriate risk taking by the Company’s executive officers.

Compensation Committee Interlocks and Insider Participation

There were no compensation committee or board interlocks among the directors during 2015.

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Other Matters

Legal Proceedings

We do not currently know of any legal proceedings against us involving our directors, executive officers, affiliates or record or beneficial owners of more than 5% of our common shares or any of their affiliates, or in which any of these persons has a material interest adverse to us.

Section 16(a) Beneficial Ownership Reporting Compliance

Effective January 1, 2016, we ceased to be a “foreign private issuer,” as defined in Rule 3b-4 under the Exchange Act, and our officers, directors and persons who own 10% or more of our common shares became subject to the requirement, under Section 16(a) of the Exchange Act, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Such persons were not subject to the reporting requirements of Section 16(a) prior to January 1, 2016. Therefore, we are not aware of any failure by any of our executive officers, directors and greater than 10% holders to timely file any report required to be filed under Section 16(a) with respect to the fiscal year ended December 31, 2015 or any preceding fiscal years.

Normal Course Issuer Bid

On March 1, 2016 the Company obtained the approval of the TSX to commence a new normal course issuer bid (“NCIB”) beginning on March 3, 2016 and terminating on March 2, 2017. The Company had in place an NCIB that terminated on March 2, 2016. The new NCIB will allow the Company to continue using its share repurchase program primarily to neutralize share dilution from the exercise of (and, subject to shareholder approval “Proposal Six: Approval of the Senior Executive Performance Share Unit Plan” and “Proposal Seven: Approval of the Employee Performance Share Unit Plan”), share issuances under the Senior Executive PSU Plan and Employee PSU Plan, respectively, as all common shares of the Company purchased under the new NCIB will be cancelled.

Under the new NCIB, the Company may purchase up to the lesser of 5,360,763 common shares (representing 5% of the 107,215,270 common shares of the Company issued and outstanding as of February 24, 2016) and that number of common shares worth an aggregate of $52.5 million. Purchases under the new NCIB may be made at the then current market price of the Company’s common shares through the facilities of the TSX, the NYSE or alternative trading platforms in Canada or the United States by means of open market transactions or by such other means as may be permitted by the TSX and applicable Canadian and U.S. securities laws.

There can be no assurance as to the precise number of common shares that will be repurchased under the new NCIB. As of March 24, 2016, 105,813,760 common shares were issued and outstanding. The Company initiated the new NCIB during March 2016, returning $36.7 million to shareholders by purchasing and cancelling 1,460,000 shares through March 24, 2016.

Holders of common shares may obtain a copy of the notice of the bew NCIB filed by the Company with the TSX, without charge, by contacting the Corporate Secretary of the Company.

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Certain Relationships and Related Person Transactions

No executive officer, director, or employee or former executive officer, director or employee of the Company or any of its subsidiaries, nor any proposed nominee for election as a director of the Company, nor any associate of any director, executive officer or proposed nominee, is, or at any time since January 1, 2015 has been, indebted to the Company or any of its subsidiaries or indebted to another entity where the indebtedness is subject to a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries either for a purchase of securities or otherwise, other than “routine indebtedness” as defined in Form 51-102F5 adopted by the Canadian Securities Administrators.

Since January 1, 2015, none of our directors, executive officers or beneficial owners of more than 5% of our common shares or any of their immediate family members was indebted to the Company or had a material interest in a transaction with the Company where the amount involved exceeded $120,000, nor are any such transactions currently proposed.

Other than as disclosed in this Proxy Statement, none of the directors or officers of the Company, no director or officer of a body corporate that is itself an insider or a subsidiary of the Company, no person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercised control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company entitled to vote in connection with any matters being proposed for consideration at the Meeting, no proposed director or nominee for election as a director of the Company and no associate or affiliate of any of the foregoing has or had any material interest, direct or indirect, in any transaction or proposed transaction since January 1, 2015 that has materially affected or would or could materially affect the Company or any of its subsidiaries.

In accordance with its charter, our Audit Committee is responsible for reviewing all related person transactions, including current or proposed transactions in which the Company was or is to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. The Audit Committee does not currently have a written related party transaction policy but its practice is to consider relevant facts and circumstances in determining whether or not to approve or ratify such a transaction, such as: (i) the nature of the related person’s interest in the transaction; (ii) the terms of the transaction; (iii) the relative importance (of lack thereof) of the transaction to the Company; (iv) the materiality and character of the related person’s interest, including any actual or perceived conflicts of interest; and (v) any other matters the Audit Committee deems appropriate. Based on its consideration of all of the relevant facts and circumstances, the Audit Committee decides whether or not to approve such transactions and approves only those transactions that are deemed to be in the overall best interests of the Company.

In addition, pursuant to our Corporate Governance Guidelines, if any actual or potential conflict of interest arises for a director, the director is expected to promptly inform the Chair of the Board and the CEO. If a significant conflict exists and cannot be resolved, the director is expected to resign. All directors are expected to recuse themselves from any discussion or decision affecting their personal, business or personal interests.

Other than as disclosed in this Proxy Statement, none of the directors or officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or officers of the Company at any time since January 1, 2015 and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, in any matter to be acted upon at the Meeting.

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Non-Executive Director Compensation

The Nominating and Corporate Governance Committee periodically reviews the Company’s director compensation practices and recommends to the Board the form and amount of compensation and benefits for directors. In 2015, the Nominating and Corporate Governance Committee engaged Towers Watson (now Willis Towers Watson, “Towers Watson”) to perform a review of Board compensation. Based on the results of such review, the Nominating and Corporate Governance Committee recommended, and the Board approved, a number of increases to Board compensation. Effective April 1, 2015, the annual fee paid to non-executive directors, other than the Board Chair, was increased from $100,000 to $115,000, the annual fee paid to the Board Chair was increased from $240,000 to $260,000, the additional annual fee paid to the Chair of the Audit Committee was increased from $15,000 to $20,000 and the additional annual fee paid to the chair of the Compensation Committee was increased from $10,000 to $15,000.

Non-executive directors also receive a $1,500 fee per minuted meeting, in person or by teleconference, in excess of 30 minutes. The Chair of the Board and (while applicable) Deputy Chairperson, are not entitled to meeting fees. Non-executive directors, other than the Chair of the Board, required to travel on a day other than a meeting date when scheduling does not permit travel on the day of the meeting are also entitled to receive, in addition to reimbursement for travel expenses, a $1,500 travel fee.

Under the Company’s Non-Executive Director Deferred Share Unit Plan (the “DSU Plan”), non-executive directors receive 60% of their annual Board retainer (the annual fees paid to a director for service on the Board, including the annual fee paid to the Chair of the Board and (while applicable) Deputy Chairperson, but excluding fees for chairmanship of Board committees and other fees) in DSUs unless a director meets the Company’s share ownership guidelines and elects to receive cash in lieu of DSUs. For a discussion of DSUs, see “— Non-Executive Director Deferred Share Unit Plan” on page 35.

Non-Executive Director Compensation Table (Supplemental Table)

The supplemental table below sets out the compensation earned by our non-executive directors for the year ended December 31, 2015.

Non-Executive Director		Fees Earned or Paid in Cash(1)				Share-Based Awards(2)				All Other Compensation(3)				Total
Beverley Briscoe		$	102,000			$	246,000			$	7,453			$	355,453
Robert Elton		$	96,250			$	109,500			$	4,420			$	210,170
Erik Olsson		$	82,000			$	109,500			$	2,593			$	194,093
Eric Patel		$	153,086			$	15,000			$	3,621			$	171,707
Edward Pitoniak		$	108,500			$	109,500			$	4,993			$	222,993
Lisa Anne Pollina		$	71,168			$	28,750			$	232			$	100,150
Christopher Zimmerman		$	83,914			$	109,500			$	4,993			$	198,407

This supplemental table has been included to provide shareholders with additional compensation information for the prior year. The Company believes this supplemental table better enables shareholders to understand non-executive director compensation in light of the Company’s transition from granting DSUs to non-executive directors annually in arrears to quarterly in arrears beginning in 2015. However, this

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supplemental information is not intended to be a substitute for the information provided in the Non-Executive Director Compensation Table on page 34, which has been prepared in accordance with the SEC’s disclosure rules.

The information contained in this supplemental table differs substantially from the compensation information contained in the Non-Executive Director Compensation Table on page 34 because the share awards column in the Non-Executive Director Compensation Table below reports awards actually granted in 2015 as opposed to equity awards granted in respect of that specific performance year. Significantly, for 2015, the Non-Executive Director Compensation Table includes awards made in March 2015 in respect of the full 2014 year, but excludes awards granted in March 2016 in respect of the last quarter of 2015.

Non-Executive Director Compensation Table

The table below, which has been prepared in accordance with SEC’s disclosure rules, sets out the compensation of the Company’s non-executive directors for the year ended December 31, 2015. DSUs granted to directors with respect to their services to the Company during 2014 were granted annually in arrears, on March 10, 2015. Beginning in 2015, the Company began granting DSUs to directors quarterly in arrears. Accordingly, the “Share-Based Awards” column in the table below includes DSUs granted to directors with respect to all four quarters of 2014 as well as the first three quarters of 2015, to the extent applicable to the individual director. The Company expects that in future proxy statements the table below will report DSUs earned for four quarters, as opposed to seven.

Non-Executive Director		Fees Earned or Paid in Cash(1)				Share-Based Awards(2)				All Other Compensation(3)				Total
Beverley Briscoe		$	102,000			$	246,000			$	7,453			$	355,453
Robert Elton		$	96,250			$	109,500			$	4,420			$	210,170
Erik Olsson		$	82,000			$	109,500			$	2,593			$	194,093
Eric Patel		$	153,086			$	15,000			$	3,621			$	171,707
Edward Pitoniak		$	108,500			$	109,500			$	4,993			$	222,933
Lisa Anne Pollina		$	71,168			$	28,750			$	232			$	100,150
Christopher Zimmerman		$	83,914			$	109,500			$	4,993			$	198,407

		March 10, 2015								May 13, 2015								August 12, 2015								November 12, 2015
Non-Executive Director		Fair Value ($)				DSUs (#)				Fair Value ($)				DSUs (#)				Fair Value ($)				DSUs (#)				Fair Value ($)				DSUs (#)
Beverley Briscoe			132,000				5,142				36,000				1,375				36,000				1,314				42,000				1,613
Robert Elton			60,000				2,337				15,000				573				15,000				548				19,500				749
Erik Olsson			60,000				2,337				15,000				573				15,000				548				19,500				749
Eric Patel			15,000				584				—				—				—				—				—				—
Edward Pitoniak			60,000				2,337				15,000				573				15,000				548				19,500				749
Lisa Anne Pollina			—				—				—				—				10,000				365				18,750				720
Christopher Zimmerman			60,000				2,337				15,000				573				15,000				547				19,500				749

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Director Share Ownership Guidelines

In January 2012, the Board adopted share ownership guidelines for the non-executive directors of the Company. The Board believes that share ownership aligns the interests of its directors with the interests of the Company’s shareholders, promotes sound corporate governance and demonstrates a commitment to the Company. Pursuant to the director share ownership guidelines, non-executive directors are to hold common shares and/or DSUs with a combined value of not less than three times the annual fixed retainer paid to such directors and such directors are to achieve this level within five years of becoming subject to the guidelines. In the event a share price change or an increase in a director’s annual Board retainer results in a director ceasing to meet the guidelines, the director is to work toward meeting the guidelines within one year.

The following table sets out the applicable equity ownership guideline and equity ownership for each non-executive director.

						Equity Ownership Guideline
Non-Executive Director		Multiple of Retainer				Amount of Retainer ($)				Total Value of Equity Ownership Required ($)				Common Shares(1) (#)				DSUs(2) (#)				Total Value of Equity Ownership(3) ($)				Meets Share Ownership Requirement(4)
Beverley Briscoe			3x				260,000				780,000				22,288				17,712				1,020,800				Yes
Robert Elton			3x				115,000				345,000				—				9,763				249,152				No
Erik Olsson			3x				115,000				345,000				—				6,654				169,180				No
Eric Patel			3x				115,000				345,000				18,925				6,302				643,793				Yes
Edward Pitoniak			3x				115,000				345,000				7,221				10,738				458,314				Yes
Lisa Anne Pollina			3x				115,000				345,000				—				1,839				46,931				No
Christopher Zimmerman			3x				115,000				345,000				6,856				10,738				448,999				Yes

Non-Executive Director Deferred Share Unit Plan

At that time the Board introduced the share ownership guidelines described above, the Board approved, effective January 1, 2012, the adoption of the DSU Plan to further align the interests of directors with the interests of the Company’s shareholders and provide a tax effective way for directors to build share ownership (or the equivalent thereof).

In respect of calendar years ending on or before December 31, 2014, if a non-executive director had not, prior the commencement of the current year, satisfied share ownership guidelines, the director was required to receive 60% of his or her annual Board retainer (the annual fees paid to a director for service on the Board, including the annual fee paid to the Chair of the Board and (while applicable) Deputy Chairperson, but excluding fees for chairmanship of Board committees and other fees) in the form of DSUs, rather than in cash. The remainder of the annual Board retainer was paid in cash, quarterly in arrears. If a non-executive director had satisfied share ownership guidelines, the director could elect not to receive DSUs, and to instead receive cash. The portion of the annual Board retainer which was paid in the form of DSUs was credited annually in arrears, following the end of the year to which the fees relate.

Effective October 30, 2014, the Board approved amendments to the DSU Plan pursuant to which, in respect of calendar years commencing on or after January 1, 2015, the portion of the annual Board retainer which is payable in the form of DSUs as contemplated in the plan is payable and credited quarterly in arrears. For such years, on each quarterly date on which the annual Board retainer for the prior completed calendar quarter

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is payable, if the non-executive director has not at such time satisfied share ownership guidelines, the director must receive 60% of the portion of the annual Board retainer that is then payable in the form of DSUs, rather than in cash. The remainder of the Board retainer payment is paid in cash.

The Board approved amendments to the DSU Plan, effective November 4, 2015, to set the number of days after the end of each quarter upon which a director is credited with DSUs in order to facilitate compliance with Section 16 of the Exchange Act. Beginning with the quarter commencing October 1, 2015, DSUs are credited on the 65^th day (or the next business day if the 65^th day is not a business day) after the end of the quarter in relation to the portion of the annual Board retainer payable for any fourth calendar quarter and DSUs are credited on the 45^th day (or next business day if the 45 ^th day is not a business day) after the end of the quarter in relation to the portion of the annual Board retainer payable for any other calendar quarter.

If a non-executive director has satisfied the Company’s share ownership guidelines, the director may elect not to receive DSUs and instead receive cash.

The number of DSUs credited to a director is calculated by dividing the dollar amount of the portion of the Board retainer to be paid in the form of DSUs by the fair market value of a common share on the date the DSUs are credited, being the volume weighted average price of the common shares reported by the NYSE for the immediately preceding twenty trading days.

Although DSUs vest immediately upon being granted under the DSU Plan, no amount is payable to the non-executive director holding the DSUs until the director ceases to be a director, following which the director will be entitled to receive a lump sum cash payment, net of any applicable withholdings, equal to the number of DSUs held multiplied by the fair market value of one common share (determined as described above) as of the 24^th business day after the first publication of the Company’s interim or annual financial statements and management’s discussion and analysis for the fiscal quarter of the Company next ending following the director ceasing to hold office. Additional DSUs are credited under the DSU Plan corresponding to dividends declared on the common shares. DSUs are considered equivalent to common shares for purposes of determining whether a director is complying with or satisfying share ownership guidelines.

Non-Executive Directors Long-term Incentive Plan

The Company adopted the long-term incentive plan for non-executive directors (the “Non-Executive Director LTIP”) in 2009. Under the Non-Executive Director LTIP part of the annual retainer of non-executive directors was used prior to 2012 to purchase common shares. Such shares were purchased by the administrator of the Non-Executive Director LTIP through open market purchases and held by the plan administrator on behalf of the participants.

In connection with the adoption of the DSU Plan, the Non-Executive Director LTIP was amended to provide that the Company would cease to pay contributions for participants under such plan to the plan administrator in respect of annual fees earned after January 1, 2012. Participants are not permitted to withdraw any common shares held in the Non-Executive Director LTIP unless a certain event occurs or certain conditions are satisfied (e.g. the termination, retirement or resignation of the participant as a director of the Company).

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to discuss the compensation programs and objectives for our Named Executive Officers (“NEOs”). Our NEOs for 2015 are:

Name		Title		Date of Appointment
Ravi K. Saligram		Chief Executive Officer		July 2014
Sharon Driscoll		Chief Financial Officer		July 2015
Robert A. McLeod		Chief Business Development Officer Former Chief Financial Officer		Effective July 2015 May 2008 – July 2015
Jim Barr		Group President, Emerging Businesses, Brand Innovation and Technology Services		November 2014
Karl Werner		Chief Operations Support & Development Officer		November 2014
Todd Wohler		Chief Human Resource Officer		January 2015

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2015 Compensation: The Year in Review

The following section summarizes a number of the key performance highlights in 2015 and how that performance impacted the amount of performance-based compensation awarded in February 2015 to the NEOs with respect to 2015, as well as certain developments with respect to NEO compensation. Key financial and operational highlights for 2015 include:

This performance resulted in short-term incentive awards for NEOs ranging from 100% to 164% of target and the portion of the 2013 and 2014 PSUs awards, other than sign-on PSUs awarded to Mr. Saligram in 2014, relating to the 2015 performance period being determined eligible for vesting at 156.4% of target.

Following the appointment of Ravi Saligram as CEO in 2014, we undertook a strategic review and shared the outcome of the review, our Strategic Roadmap, with investors at the start of 2015. Aligning the compensation programs was a priority of the strategic review because we believe compensation programs serve as an important mechanism for assessing and rewarding success. As a result of the strategic review, we implemented a number of changes for 2015, and these changes are described in more detail under “— Executive Compensation Overview — Changes for 2015” on page 40. In summary:

In addition, 2015 saw the appointment of Sharon Driscoll as Chief Financial Officer. Details of the arrangements approved by the Compensation Committee in association with the appointment can be found under “— Elements of Executive Compensation — New-hire awards” on page 47.

Finally, effective January 1, 2016, the Company became obligated to hold periodic advisory votes of our shareholders with respect to our executive compensation. This is consistent with the Board’s previously adopted, voluntary practice of holding periodic non-binding advisory votes of our shareholders with respect to executive compensation. Details of the proposal can be found under “Proposal Two: Advisory Vote on Executive Compensation” on page 71.

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Compensation Principles

The Company’s executive compensation program is designed to support the execution of the Company’s business strategy and is based upon four key principles:

Principle		How This Is Achieved
Attract, motivate and retain superior talent needed to lead and grow the Company’s business		• Position target total direct compensation between the 50th and 75th percentile of identified companies operating in our defined target markets
		• Provide top performers or executives with hard-to find and exceptional experience in key strategic roles directly linked to our growth strategy with the opportunity for compensation at the higher end of this range
Support the Company’s short and long-term strategies and drive the achievement of the Company’s business goals		• Have the majority of target compensation be at-risk incentive compensation, the proportion of which increases with level of responsibility
		• Incorporate performance measures into our incentive plans that are linked to our strategy and believed to be critical in enhancing long-term shareholder value creation
Align the interests of management and the Company’s shareholders		• Require meaningful equity ownership through the operation of share ownership guidelines
		• Deliver a significant portion of total direct compensation in the form of long-term incentives
		• Make variable pay contingent on performance
Do not encourage excessive risk-taking		• Operate a compensation program that curbs excessive risk-taking through the use of:
		º Share ownership guidelines
		º Post-termination holding requirements for the CEO
		º Clawback policy
		º Hedging and trading restrictions
		º Annual risk review by the Compensation Committee
		• Set performance targets by taking into account market conditions and the Company’s performance goals

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The Use of Market Data

As part of our compensation strategy, the Company from time-to-time reviews external compensation data in our targeted markets to assess the competitiveness of our compensation programs. During the year, the Compensation Committee reviewed and updated the approach taken with respect to the identification of, and benchmarking against, appropriate market data. Given the unique nature of the Company’s operations and the fact that we have no direct peers in the industrial auction sector, a number of factors have been established for identifying comparable companies:

Key Financial Metrics		Characteristics
Revenue/Gross Auction Proceeds		Growth companies
Net Income		Global operations
Market capitalization		Talent sources

The Compensation Committee believes that Gross Auction Proceeds should be used as a proxy for revenue given that our Company’s revenues are more akin to gross margin, which does not accurately reflect the scope and complexity of our business, and Gross Auction Proceeds is a stronger indicator of our growth. The Compensation Committee chose net income and market capitalization because the two represent the primary financial value produced for the Company’s shareholders.

Using these factors, the Compensation Committee, with input from the CEO and the Compensation Committee’s advisor, developed a group of 27 comparable companies spanning different sectors and geographies.

Sector		United States		Canada		United Kingdom
Machinery		• Agco Corp.
		• Astec Industries, Inc.
		• Terex Corp.
Equipment Distribution/Rental		• Generac Holdings, Inc.		• Finning International, Inc.		• Aggreko plc
		• H&E Equipment Services, Inc.		• Toromont Industries Ltd.		• Ashtead Group plc
		• Mobile Mini, Inc.		• Wajax Corp.
		• Titan Machinery, Inc.
		• United Rentals, Inc.
Auction/		• Copart, Inc.
Business Services		• KAR Auction Services, Inc.
		• Liquidity Services, Inc.
		• Sotheby’s
		• Stericycle, Inc.
Construction		• Granite Construction, Inc.
		• KBR, Inc.
Oil & Gas		• RPC, Inc.		• Parkland Fuel Corp.
				• Precision Drilling Corp.
Transportation		• J.B. Hunt Transport Services, Inc.
		• Oshkosh Corp.
		• Rush Enterprises, Inc.
		• Swift Transportation Co.

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The Company’s relative position against this group of comparable companies is set forth in the table below:

		Revenue/Gross Auction Proceeds				Net Income				Market Capitalization
50th percentile		$	2.36 billion			$	161 million			$	2.81 billion
75th percentile		$	5.93 billion			$	314.2 million			$	4.74 billion
Ritchie Bros.		$	4.2 billion			$	91.5 million			$	2.96 billion
Ritchie Bros. percentile			65%				40%				53%

Information in the foregoing table is based on publicly reported financial results for the year ended December 31, 2014 (22 companies), January 31, 2015 (one company), September 30, 2014 (two companies), July 31, 2014 (one company) and April 30, 2015 (one company) and market capitalization given as of the respective fiscal year end for the comparable companies. The Company’s financial results and market capitalization are given as of and for the year ended December 31, 2014.

In determining the compensation received by the NEOs, the Compensation Committee takes into consideration individual and Company performance in addition to considering pay levels of executives with similar responsibilities, experience at the comparable companies and market data.

Executive Compensation Overview

Changes for 2015

Following the launch of the Strategic Roadmap in 2015, the Compensation Committee approved a number of changes to the compensation programs for 2015 to better align the compensation programs with the Company’s short and long-term goals. The Strategic Roadmap focuses on five key areas:

A key enabler in delivering on this vision was adopting an integrated management scorecard that focuses on these drivers of shareholder value. Accordingly, the following changes were made to the NEO compensation programs:

Element		2014		2015		Why It Changed
Short-Term Incentive		• Multiplicative design		• Additive design		• Simplification
		• Based on personal performance and earnings		• Mix of measures varies by role and area of focus		• Alignment of measures with restated strategic priorities
				• Based on four core corporate performance measures — revenue, Diluted Adjusted EPS attributed to stockholders, Adjusted Operating Income Margin and Operating Free Cash Flow*		• Provide tie to corporate performance and, where relevant, area of direct accountability
Long-Term Incentives		• Equal mix at target of RSUs, PSUs and stock options		• Remove RSUs		• Enhance the focus on shareholder value creation through the use of PSUs and stock options
				• 50/50 target mix of PSUs and stock options

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Element		2014		2015		Why It Changed
		• PSUs(1) based on Capital Performance* and Compensation EBITDA*, with targets set annually for each year of the performance period		• Replace Capital Performance(2) with RONA*		• Alignment of measures with restated strategic priorities over a multi-year period
				• Replace Compensation EBITDA(2) with Earnings Growth*
		• RSU and PSU awards settled in cash		• Incorporate relative TSR* modifier
				• Performance of PSUs awarded in 2015 measured over a single three-year period
				• PSU awards settled in cash or, subject to shareholder approval, in shares

Compensation Framework

The compensation paid to each of NEOs in 2015 generally consisted of the four elements shown below. The Company believes that the mix of base salary, performance-based bonus and participation in the long-term incentive plans creates a balanced approach to executive compensation consistent with the compensation principles. The Compensation Committee regularly reviews the relative emphasis of each of these elements for senior executives to ensure that the structure meets the desired results and objectives of the Company’s executive compensation philosophy and provides the appropriate level of reward for past performance and incentive for future work and development.

Element		Features		Performance Measures
Base Salary		• Reviewed from time to time, and annually moving forward, with changes typically made in January or upon a change in role		N/A
		• Set to reflect size and scope of the role, as well as individual experience and performance
Short-Term Incentive		• Paid annually in cash		Corporate
		• Awards can range from 0% – 200% of target		• Revenue
		• Corporate roles: 100% corporate financial performance		• Diluted Adjusted EPS attributed to stockholders
		• Business Unit roles: 40% — corporate financial performance and 60% business unit financial performance		• Adjusted Operating Income Margin
				• Operating Free Cash Flow
		• Functional roles: 50% corporate financial performance and 50% individual performance
		• Formula-driven outcome		Business Unit level
				• Revenue
				• Operating profit
				• Operating Free Cash Flow

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Element		Features		Performance Measures
Long-Term Incentive: Performance Share Units		• Annual grants		• RONA
		• Awards accrue additional PSUs in respect of dividends		• Earnings Growth
		• Three-year performance period		• Relative TSR
		• Awards vest, subject to performance, on third anniversary of grant and are settled in cash or, subject to shareholder approval, in shares
		• Payout can range from 0% – 200% of target award
Long-Term Incentive: Stock Options		• Annual grants		• Option value contingent on share price growth
		• Exercise price equal to market price at grant
		• Awards vest in equal amounts annually over three years
		• Ten-year term

In addition, the Named Executive Officers may participate in the Company’s other long-term plans, including the 10-10 Program (as defined below), the 1999 Employee Stock Purchase Plan, as amended (the “ESPP”), the Registered Retirement Savings Plan (“RRSP”) and the 401(k) plan, as applicable.

Pay for Performance

The Company’s objective in setting compensation is to create shareholder value over the long-term, represented by the Company’s earnings performance. This is achieved in large measure by aligning the Named Executive Officers’ interests with those of shareholders by basing a higher proportion of their rewards on equity-based compensation.

Each year, the Compensation Committee identifies and considers a range of measures for Company performance and, as appropriate, also considers measures tied to individual performance. The Committee then selects the measures it believes most closely align with the Company’s Strategic Roadmap and defines specific performance goals for short-term and long-term incentive compensation based on those metrics. These performance measures may include, among other measures, revenue, Adjusted Operating Income Margin, adjusted operating income, Diluted Adjusted EPS attributed to stockholders, Operating Free Cash Flow, ROIC, Capital Performance, revenue growth, Compensation EBITDA, EBITDA, RONA, operating profit, net income, adjusted net income, Earnings Growth, Gross Auction Proceeds, safety metrics and TSR.

The graph below shows the amount of pay at risk as a percentage of annual target total direct compensation in 2015 for the Chief Executive Officer and the average for all other Named Executive Officers. At-risk pay illustrates the target value, including the grant-date fair value of stock options awarded in 2015. Total target pay includes base salary, target short-term incentive (bonus) and the target value of long-term incentives (PSUs and the grant date fair value of stock options).

The majority of CEO and other Named Executive Officer target compensation is at risk and contingent on the performance of the Company.

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Elements of Executive Compensation

Base salary

The Compensation Committee reviewed the base salaries of the CEO and other Named Executive Officers during the year.

Name		Current Base Salary				Effective Date
Ravi K. Saligram		$	1,000,000				July 2014
Sharon Driscoll(1)		$	430,100				July 2015
Robert A. McLeod(1)		$	273,700				July 2011
Jim Barr		$	540,000				November 2014
Karl Werner		$	350,000				January 2015
Todd Wohler		$	390,000				January 2015

Short-term incentive compensation

The Company’s short-term incentive bonus awards provide a linkage to corporate results for the NEOs. The portion of short-term incentive based on corporate results varies by role and area of responsibility as follows:

Name		Target Bonus (% of Base Salary)				Performance Factor Weighting
						Corporate				Business Unit
Ravi K. Saligram			100	%			100	%			0	%
Sharon Driscoll			65	%			100	%			0	%
Robert A. McLeod			50	%			100	%			0	%
Jim Barr			75	%			40	%			60	%
Karl Werner			60	%			40	%			60	%
Todd Wohler			50	%			100	%			0	%

Corporate performance

Short-term incentive awards are strongly linked to corporate financial performance and our Strategic Roadmap through the four key measures of revenue, Diluted Adjusted EPS attributed to stockholders, Adjusted Operating Income Margin and Operating Free Cash Flow. Each measure has a target, minimum and maximum bonus threshold which is established based on the Board approved budget. The goals and performance against them in 2015 were as follows:

Measure		Weight				Threshold				Target				Maximum				Actual
Revenue (dollar millions)			35	%		$	460			$	510			$	545			$	515.9
Diluted Adjusted EPS attributed to stockholders			25	%		$	0.94			$	1.01				1.08			$	1.13
Adjusted Operating Income Margin			20	%			28.8	%			30.4	%			32.5	%			32.3	%
Operating Free Cash Flow (dollar millions)			20	%		$	103			$	127			$	144			$	182.2

This resulted in total corporate performance outcome of 162% of target.

Business unit performance

For those roles that are accountable for a business unit, a portion of their short-term incentive payout is dependent on performance in that area.

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Name		Measures		Performance
Jim Barr(1)		Equipment One:		Exceeded both financial targets for an overall business unit actual performance of 164%
		• Revenue (70%)
		• Operating profit (30%)
Karl Werner		Middle East, Africa:		Exceeded all financial targets for an overall business unit actual performance of 165%
		• Revenue (40%)
		• Operating profit (40%)
		• Operating Free Cash Flow (20%)

2015 Non-equity Incentive Plan Compensation

As a result of this performance, the following awards were approved in respect of 2015:

Name		Target Incentive (% of salary)				Target Incentive ($)				Actual Incentive ($)				Actual Incentive (% of Target)
Ravi K. Saligram			100	%			1,000,000				1,620,000				162	%
Sharon Driscoll(1)(2)			65	%			279,565				452,895				162	%
Robert A. McLeod(1)			50	%			136,850				221,697				162	%
Jim Barr(3)			75	%			405,000				405,000				100	%
Karl Werner			60	%			210,000				343,588				164	%
Todd Wohler(4)			50	%			195,000				294,263				151	%

Long-term incentive compensation

The Compensation Committee and the Board believe that the use of share-based awards, together with stock options and share ownership guidelines, align more closely the interests of executives and senior executives of the Company with those of shareholders and reward the creation of shareholder value over the long-term. Since 2013, the Company has made three types of awards to NEOs: PSUs, RSUs and stock options. In 2015 the Committee decided to discontinue regular awards of RSUs, increasing the weight of the PSUs and Stock Options from 33% each to 50% each.

The Compensation Committee may make isolated grants of RSUs on occasion to new employees as a means of compensating such new employees for forfeited awards related to their prior employment while providing greater incentive to remain with the Company than a cash sign-on bonus.

Grants of PSUs and stock options under the long-term incentive plans are based on set percentages of participants’ base salaries. For 2015 the NEOs’ grants range from 100% to 250% of annual base salary.

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		Target Grant Values as a Percentage of Base Salary
Name		PSU				Stock Options				Total
Ravi K. Saligram			125	%			125	%			250	%
Sharon Driscoll			50	%			50	%			100	%
Robert A. McLeod			50	%			50	%			100	%
Jim Barr			70	%			70	%			140	%
Karl Werner			50	%			50	%			100	%
Todd Wohler			50	%			50	%			100	%

2015 PSU awards

The Company generally grants performance share units annually, within the first three months of the year. Performance is measured over three calendar years and awards have a single three-year vesting period ending on the third anniversary of the effective date of the grant.

For PSUs granted in 2015, awards were subject to performance factors related to RONA, Earnings Growth and TSR, replacing the previous factors of Capital Performance and Compensation EBITDA.

Performance Factor		Target Level				Weighting Factor
RONA(1)			17.48	%			50	%
Earnings Growth			12.00	%			50	%
Relative TSR			If TSR is in the bottom quartile relative to a group of selected industrial companies, vested PSUs will be reduced by 25%

These factors were selected for 2015 given their central focus in the Strategic Roadmap and alignment with our growth and operational efficiency efforts for driving shareholder value over the long-term.

The percentage of PSUs that will vest at the end of the three-year vesting period shall be determined in accordance with the following definitions and targets. In respect of the RONA and earnings targets, the number of PSUs eligible for vesting will be calculated by interpolating between the minimum, target and maximum thresholds depending on actual performance.

		RONA		Associated Level of Vesting (% of target award subject to RONA)
Performance will be assessed by measuring absolute RONA from December 31, 2014 to December 31, 2017.		Less than 16.73%		0%
		16.73%		50%
		17.48%		100%
		Greater than or equal to 19.73%		200%

		Earnings Growth		Associated Level of Vesting (% of target award subject to Earnings)
Performance will be assessed by measuring the Earnings Growth reported in respect of 2017 and 2014.		Less than 7%		0%
		7%		50%
		12%		100%
		Greater than or equal to 16%		200%

		Relative TSR Position		Associated Adjustment to Vesting (discount applied to PSUs)
Performance will be assessed by comparing the Company’s TSR to the ranked TSR of each company in the comparison group.(1)		At or equal to the bottom quartile		-25%
		Above the bottom quartile		0%

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The Named Executive Officers were awarded the following PSUs in respect of 2015:

Name		PSUs(1)
Ravi K. Saligram			48,695
Sharon Driscoll			10,473
Robert A. McLeod			5,449
Jim Barr			14,725
Karl Werner			6,623
Todd Wohler(2)			8,812

2015 stock option awards

The Company generally grants stock options annually, within the time and manner set out under the Stock Option Policy, as discussed under “Tabular Executive Compensation Disclosure — Stock Option  — Stock Option Policy” on page 56. Stock options have an exercise price equal to the grant price, which is defined to be the closing share price on the NYSE on the date of grant. Awards vest in equal amounts annually over three years from the date of grant and are subject to a term of 10 years.

The Named Executive Officers were awarded the following stock options in respect of 2015:

Name		Stock Options
Ravi K. Saligram			204,248
Sharon Driscoll			40,764
Robert A. McLeod			22,854
Jim Barr			61,765
Karl Werner			27,778
Todd Wohler(1)			36,961

2013 and 2014 PSU awards

For awards made in 2013 and 2014, the vesting of PSUs was contingent on performance against consecutive annual targets over a three-year period, set at the start of each performance year. For each year during the three-year performance period, one-third of the PSUs under the grant are potentially eligible for vesting, at a rate ranging from 0% to 200%, based on performance against the annual targets for such year.

Awards made in 2013 were subject to Capital Performance and Compensation EBITDA performance targets over 2013, 2014 and 2015 as follows:

Measure

2013

2014

2015

Vesting (% of target)

Capital Performance

Threshold

≤ 15%

≤ 15%

≤ 15.6%

0%

Target

18%

18%

18.6%

100%

Maximum

21% or greater

21% or greater

21.6% or greater

200%

Actual

16%

17%

21.2%

45.5%

Compensation EBITDA

Threshold

≤ $189 million

≤ $195 million

≤ $192 million

0%

Target

$199 million

$205 million

$202 million

100%

Maximum

$209 million or greater

$216 million or greater

$212 million or greater

200%

Actual

$173.6 million

$180.5 million

$204.9 million

21.0%

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As a result of the performance in each of the above referenced years, the 2013 PSU awards vested in March 2016 at 66.57% of target.

Awards made in 2014 were also subject to Capital Performance and Compensation EBITDA targets, with performance measured over 2014, 2015 and 2016. In March 2016, the Compensation Committee established the criteria that would apply for the 2016 performance year as follows:

Measure

2014

2015

2016

Vesting (% of target)

Capital Performance

Threshold

≤ 15%

≤ 15.6%

12.1%

0%

Target

18%

18.6%

15.1%

100%

Maximum

21% or greater

21.6% or greater

18.1%

200%

Actual

17%

21.0%

Determined in 2017

Compensation EBITDA

Threshold

≤ $195 million

≤ $192 million

≤ $216 million

0%

Target

$205 million

$202 million

$

227 million

100%

Maximum

$216 million or greater

$212 million or greater

$

239 million or greater

200%

Actual

$180.5 million

$204.9 million

Determined in 2017

If target performance is achieved in 2016, then 94.9% of the total PSUs granted in 2014 would be eligible for vesting.

New-hire awards

As part of the compensation arrangement agreed to with Ms. Driscoll and in part to compensate Ms. Driscoll for forfeited equity awards from her previous employer, Ms. Driscoll received a one-time sign-on grant of $225,000 payable as follows:

10-10 Program

In 2013, the Company implemented a new retirement savings program, which we refer to as the “10-10 Program”, designed to promote saving for retirement or long term investment. The 10-10 Program is composed of two component parts:

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See “Tabular Executive Compensation Disclosure — Non-Qualified Deferred Compensation for 2015 — U.S. 10-10 Program” on page 61 for a summary of the material terms of the U.S. 10-10 Program and “Tabular Executive Compensation Disclosure — Non-Qualified Deferred Compensation for 2015 — Canada 10-10 Program” on page 62 for a summary of the material terms of the Canada 10-10 Program.

Other Compensation

The Named Executive Officers are eligible to participate in the 1999 Employee Stock Purchase Plan. See “Proposal Eight: Approval of the Amended 1999 Employee Stock Purchase Plan — Summary of the Amended 1999 Employee Stock Purchase Plan” on page 91 for a summary of the material terms of the 1999 Employee Stock Purchase Plan.

In the United States, we offer a tax-qualified 401(k) plan to all of our employees. Our 401(k) plan provides for an employer matching contribution of 50% of up to $3,500 of all eligible contributions; provided, that employees at the level of Vice President and above, including the Named Executive Officers, are not eligible to receive any match.

In Canada, we offer the RRSP to all of our full-time employees. The RRSP provides for an employer matching contribution of 50% for up to $3,500 of all eligible contributions. The employer match for Named Executive Officers eligible to participate in the RRSP and the Canada 10-10 Program is subject to an aggregate cap of 10% of base salary.

We also provide certain other compensation to our Named Executive Officers. We provide a Company car to each of Mr. McLeod, Mr. Barr and Mr. Werner for business and personal use. We give a car allowance to Mr. Saligram, Ms. Driscoll and Mr. Wohler. We provide a housing allowance to Ms. Driscoll and Mr. Wohler for their respective residences in Vancouver, Canada. We reimburse the Named Executive Officers, as well as other employees at the Vice President level and above, for the cost of an annual executive medical consultation. The Compensation Committee believes the foregoing, which are identified and quantified under “All Other Compensation” in the “Summary Compensation Table” on page 51 to the extent the aggregate perquisites and personal benefits for an NEO exceeds $10,000 in 2015, are appropriate given the relatively low cost to the Company.

Compensation Risk

One of the Company’s four compensation principles is to operate programs that do not encourage excessive risk taking. To achieve this, the Company has adopted a number of policies to address and manage potential risks.

Share Ownership Guidelines

The Company has share ownership guidelines that apply to all of the Named Executive Officers and select other senior executives. The guidelines state that such senior executive officers are required to hold common shares with a minimum value equal to a multiple of their base salary. Under the guidelines, executive officers are required to retain, in the form of common shares, 50% of the after-tax value from any share issuances, payouts or gains resulting from long-term incentive awards until the share ownership guideline is met (see “— Terms Specific to the CEO” on page 48 for specific terms for Mr. Saligram). Once met, the share ownership guideline is to be maintained throughout their employment. When assessing achievement of the guideline, common shares that are beneficially owned by the executive, as well as any outstanding RSUs held by the executive, are included. In the event a share price change or increase in base salary results in an executive officer ceasing to meet the guidelines, the executive officer will again be required to retain, in the form of common shares, 50% of the after tax value realized from the vesting and/or exercise of long-term incentive awards until they are back in compliance. As of March 7, 2016, Mr. McLeod and Mr. Werner met the share ownership guidelines.

Terms Specific to the CEO

In association with his appointment as CEO, Mr. Saligram is required to hold 100% of the after tax value from any payouts or gains, resulting from awards under the annual long-term incentive program and his sign-on grant until the share ownership guidelines are satisfied. Thereafter, 50% of after tax value of each

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payout/gain is to be held for a period of at least two years following the applicable payout date. In addition, after the termination of his employment Mr. Saligram is required to hold common shares equal to the sum of his annual base salary and short-term incentive bonus for a period of at least one year.

Hedging and Trading Restrictions

The Company maintains a policy which prohibits all directors and senior employees from entering into short sales or purchase of Company shares on margin, or from buying or selling puts or calls of Company securities. In addition, directors and executive officers are required to seek pre-clearance from the Company’s Corporate Secretary prior to buying or selling any Company shares or stock options.

Claw-back Policy

In September 2014, the Board adopted the Incentive Compensation Claw-back Policy regarding recoupment of any incentive payment to certain executive officers (the “Claw-back Policy”). In the event of a restatement of the Company’s financial results (other than due to a change in applicable accounting rules or interpretations), the result of which is that any performance-based compensation (pursuant to both short-term and long-term incentive compensation plans) paid or awarded during the three years preceding such restatement would have been lower had it been calculated based on such restated results, the Compensation Committee shall review such performance-based compensation.

If the Compensation Committee determines that the amount of any such performance-based compensation actually paid or awarded to an executive officer subject to the Claw-back Policy (the “Awarded Compensation”) would have been a lower amount had it been calculated based on such restated financial statement (the “Adjusted Compensation”), then the Board may, on advice from the Committee:

Compensation Risk and Governance Review

Oversight of the Company’s management of principal risks forms part of the mandate of the Board and its committees. The Board has primary responsibility for oversight of the enterprise risk management program, including reviewing principal risks and mitigation strategies. Each of the Company’s principal risks is the responsibility of either a specific committee or the entire Board, as appropriate. The Compensation Committee is responsible for compensation risk and, accordingly, has considered the implications of the risks associated with the Company’s compensation policies and practices to ensure they do not encourage inappropriate risk taking by the Company’s executive officers. The Compensation Committee does not believe the Company’s compensation program encourages excessive or inappropriate risk-taking.

The Compensation Committee

The Compensation Committee is comprised of Eric Patel, Robert G. Elton, Erik Olsson and Lisa Anne Pollina, each of whom is an independent director, with Mr. Patel serving as the Chair. Details of the Compensation Committee’s duties are summarized under “Corporate Governance — Board Committees —  Compensation Committee” on page 25 and are fully set out in the Compensation Committee’s charter, which can be found on our website at www.rbauction.com.

Advisors to the Compensation Committee

The Compensation Committee from time to time retains independent consultants to provide advice and recommendations regarding executive compensation matters. However, the Compensation Committee is ultimately responsible for its decisions and, in making its determinations and decisions, or recommendations to the Board, takes into consideration information and considerations other than the information, advice and recommendations provided by consultants.

During 2015, the Compensation Committee has retained two independent advisors:

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Consideration of say-on-pay advisory vote

Effective January 1, 2016, we ceased to be a “foreign private issuer” (as defined in Rule 3b-4 under the Exchange Act) and became obligated, pursuant to Rule 14a-21 of the Exchange Act, to hold periodic advisory votes of our shareholders with respect to our executive compensation. This is consistent with the Board’s previously adopted, voluntary practice of holding periodic non-binding advisory votes of our shareholders with respect to executive compensation. At the Company’s annual general meeting of shareholders held in June 2015, approximately 97.37% of votes cast indicated approval of an advisory say-on pay proposal with respect to the 2014 compensation of our named executive officers.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis included herein. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2015 Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Submitted by the members of the Compensation Committee of the Board of Directors:

Eric Patel, Chair
Robert G. Elton
Erik Olsson
Lisa Anne Pollina

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Tabular Executive Compensation Disclosure

Summary Compensation Table

A summary of the compensation paid to our NEOs for each of the 2013, 2014 and 2015 fiscal years is set forth below. Additional information on the components of the total compensation package, including a discussion of the proportion of each element to total compensation, is discussed under “Compensation Discussion and Analysis” on page 36.

Name and Principal Position		Year				Salary(1) ($)				Bonus(2) ($)				Stock Awards(3) ($)				Option Awards(4) ($)				Non-Equity Incentive Plan Compensation(5) ($)				All Other Compensation(6) ($)				Total ($)
Ravi K. Saligram Chief Executive Officer			2015				1,000,000				—				1,166,256				1,064,132				1,620,000				136,774				4,987,162
			2014				485,256				—				2,294,311				2,205,948				500,000				65,554				5,551,069
			2013				—				—				—				—				—				—				—
Sharon Driscoll(7) Chief Financial Officer			2015				210,087				—				361,970				244,584				452,895				131,277				1,400,814
			2014				—				—				—				—				—				—				—
			2013				—				—				—				—				—				—				—
Robert McLeod(7) Chief Business Development Officer			2015				273,700				—				130,495				119,069				221,697				66,995				811,956
			2014				316,750				—				250,011				80,325				95,817				35,557				778,506
			2013				339,780				—				296,037				164,980				11,710				50,702				969,209
Jim Barr Group President, New Channels & Services and Chief Insights Officer			2015				540,000				50,000				352,676				321,796				405,000				80,816				1,750,288
			2014				86,192				—				126,000				273,825				67,500				13,940				556,457
			2013				—				—				—				—				—				—				—
Karl Werner Chief Operations Support & Development Officer			2015				350,000				—				158,611				144,723				343,588				62,571				1,059,493
			2014				340,000				—				243,680				82,886				79,475				55,344				801,385
			2013				272,500				—				166,440				76,840				121,756				68,927				706,463
Todd Wohler Chief Human Resources Officer			2015				365,000				—				211,046				192,567				294,263				191,678				1,254,554
			2014				—				—				—				—				—				78,750				78,750
			2013				—				—				—				—				—				—				—

With respect to PSUs and RSUs, the estimate of the grant date fair value determined in accordance with ASC 718 assumes the at target vesting of 100% of the PSUs and RSUs awarded. Assuming the highest level of performance is achieved, which would result in the vesting of 200% of all PSUs and 100% of all RSUs, the aggregate grant date fair value of the share awards set forth in the Summary Compensation Table would be:

Named Executive Officer		2015				2014				2013
Ravi K. Saligram		$	2,332,512			$	4,171,956				—
Sharon Driscoll		$	658,940				—				—
Robert A. McLeod		$	260,991			$	359,797			$	414,452
Jim Barr		$	705,352			$	189,000				—
Karl Werner		$	317,222			$	356,963			$	233,016
Todd Wohler		$	422,091				—				—

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The dividend equivalents attributable to PSUs and RSUs are deemed “reinvested” in PSUs and RSUs and will only be distributed upon the vesting, if any, of the PSUs and RSUs under the terms of the respective plans.

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2015 Grants of Plan-Based Awards

The following table provides information related to grants of plan-based awards to our Named Executive Officers during the 2015 fiscal year.

Name		Grant Date (2015)				Grant Type				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)								Estimated Future Payouts Under Equity Incentive Plan Awards								All Other Stock Awards: Number of Shares of Stock or Stock Units (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/share)				Grant Date Fair Value of Stock and Option Awards ($)(2)
										Target ($)				Maximum ($)				Target ($)				Maximum ($)
Ravi K. Saligram			Feb. 16				STI				1,000,000				2,000,000
			March 10				PSUs(3)												1,250,000				2,500,000																1,166,256
			March 10				Stock Options(4)																								204,248				24.84				1,064,132
Sharon Driscoll			Feb. 16				STI(5)				279,565				559,130
			Aug. 12				PSUs(3)(5)												290,050				580,100																286,970
			Aug. 12				Stock Options(4)																								40,764				30.17				244,584
			Aug. 12				RSUs(5)																				2,737												75,000
Robert McLeod			Feb. 16				STI(5)				136,850				273,700
			March 10				PSUs(3)(5)												136,850				273,700																130,495
			March 10				Stock Options(4)																								22,854				24.84				119,069
Jim Barr			Feb. 16				STI				405,000				405,000
			March 10				PSUs(3)												378,000				756,000																352,676
			March 10				Stock Options(4)																								61,765				24.84				321,796
Karl Werner			Feb. 16				STI				210,000				420,000
			March 10				PSUs(3)												175,000				350,000																158,611
			March 10				Stock Options(4)																								27,778				24.84				144,723
Todd Wohler			Feb. 16				STI				195,000				390,000
			March 10				PSUs(3)												195,000				390,000																211,046
			March 10				Stock Options(4)																								36,961				24.84				192,567