pan6k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of,
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April
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2009
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Commission
File Number
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001-14620
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Pan
American Silver Corp
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(Translation
of registrant’s name into English)
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1500-625
Howe Street, Vancouver BC Canada V6C 2T6
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(Address
of principal executive offices)
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Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40F:
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the
file number assigned to the registrant in connection with Rule
12g3-2(b): 82-_______________
DOCUMENTS INCLUDED AS PART OF THIS
REPORT
Document
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1
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Information
Circular, dated April 7, 2009
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2
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Form
of Proxy |
This
report on Form 6-K is incorporated by reference into all of the Registrant's
outstanding registration statements on Form F-10 and S-8 that have been filed
with the Securities and Exchange Commission.
Document
1
NOTICE
OF
2009
ANNUAL GENERAL MEETING
____________
INFORMATION
CIRCULAR
TABLE
OF CONTENTS
NOTICE
OF ANNUAL GENERAL MEETING
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i
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INFORMATION
CIRCULAR
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1
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Solicitation
of Proxies
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1
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Appointment
of Proxyholder
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1
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Revocation
of Proxy
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2
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Voting
by Non-Registered Shareholders
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2
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Voting
of Proxies
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3
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Exercise
of Discretion
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3
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Voting
Securities and Principal Holders of Voting Securities
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4
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Quorum
and Votes Necessary
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4
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Particular
Matters to be Acted Upon
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4
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Election of
Directors
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4
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Appointment of
Auditors
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7
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Corporate
Governance
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7
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Composition of the
Board
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8
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Board Committees
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8
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Summary of Attendance of
Directors
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11
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Code of Ethical
Conduct
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12
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Directors’
and Officers’ Liability Insurance
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12
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Executive
Compensation
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13
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Summary Compensation
Table
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13
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Long-Term Incentive
Plan
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13
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Stock Options
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14
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Termination of Employment, Change
in Responsibilities and Employment Contracts
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16
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Share Ownership
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17
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Compensation
Committee
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17
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Report on Executive
Compensation
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17
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Chief Executive Officer
Compensation
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19
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Compensation of
Directors
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21
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Equity Compensation Plan
Information
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22
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Performance Graph
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23
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Interest
of Insiders in Material Transactions
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23
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Management
Contracts
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24
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Interest
of Certain Persons in Matters to be Acted Upon
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24
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Other
Matters
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24
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Additional
Information
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24
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Approval
of this Circular
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24
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APPENDIX
“A” – Corporate Governance Disclosure
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A-1
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PAN
AMERICAN SILVER CORP.
NOTICE
OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual
general meeting (the “Meeting”) of the shareholders
of PAN AMERICAN SILVER CORP. (the “Company”) will be held in the
Vancouver Room of the Metropolitan Hotel, 645 Howe Street, Vancouver, British
Columbia on Tuesday, May 12, 2009 at 2:00 p.m. (Vancouver time) for the
following purposes:
1.
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to
receive and consider the consolidated financial statements of the Company
for the financial year ended December 31, 2008, together with the
auditors’ report thereon;
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2.
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to
elect directors of the Company;
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3.
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to
reappoint Deloitte & Touche LLP, Chartered Accountants, as auditors of
the Company to hold office until the next annual general
meeting;
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4.
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to
authorize the directors of the Company to fix the remuneration to be paid
to the auditors of the Company;
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5.
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to
consider amendments to or variations of any matter identified in this
Notice of Meeting; and
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6.
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to
transact such further and other business that does not have a material
effect on the business of the Company as may be properly brought before
the Meeting or any and all adjournments
thereof.
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Accompanying
this Notice of Meeting are: (i) an Information Circular; (ii) an
Instrument of Proxy and Notes thereto; and (iii) a reply card for use by
shareholders who wish to receive the Company’s interim and annual financial
statements and management’s discussion and analysis thereon.
If
you are a registered
shareholder and are unable to attend the Meeting in person, please date
and execute the accompanying form of proxy and deposit it with Computershare
Investor Services Inc., Attention: Stock Transfer Services, 100 University
Avenue, 9th Floor,
Toronto, Ontario, Canada, M5J 2Y1 not less than 48 hours (excluding
Saturdays, Sundays and holidays) prior to the Meeting or any adjournment
thereof.
If
you are a non-registered
shareholder and receive these materials through your broker or through
another intermediary, please complete and return the materials in accordance
with the instructions provided to you by your broker or such other
intermediary. If you
are a non-registered shareholder and do not complete and return the materials in
accordance with such instructions, you may lose the right to vote at the
Meeting.
If
you have any questions about the procedures to be followed to qualify to vote at
the Meeting or about obtaining and depositing the required form of proxy, you
should contact Computershare Investor Services Inc. by telephone (toll free) at
1-800-564-6253.
This
Notice of Meeting, the Information Circular, the Instrument of Proxy and notes
thereto and
the reply card are first being sent to shareholders of the Company on or about
April 9, 2009.
DATED
at Vancouver, British Columbia, this 7th day of
April, 2009.
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BY
ORDER OF THE BOARD
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/s/
ROBERT PIROOZ
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Robert
Pirooz,
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General
Counsel, Secretary and
Director
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INFORMATION
CIRCULAR
Solicitation
of Proxies
This
Information Circular is furnished in connection with the solicitation by the management of
PAN AMERICAN SILVER CORP. (the “Company”) of proxies to be
voted at the annual general meeting of the shareholders of the Company to be
held at 2:00 p.m. (Vancouver time) on Tuesday, May 12, 2009, in the Vancouver
Room of the Metropolitan Hotel, 645 Howe Street, Vancouver, British Columbia,
and any adjournments thereof (the “Meeting”).
Management’s
solicitation of proxies will be conducted by mail and may be supplemented by
telephone or other personal contact to be made without special compensation by
directors, officers and employees of the Company or by the Company’s registrar
and transfer agent. The Company may retain other persons
or companies to solicit proxies on behalf of management, in which event
customary fees for such services will be paid. All costs of
solicitation will be borne by the Company.
Unless
the context otherwise requires, references herein to “Pan American” mean the
Company and its subsidiaries. The principal executive office of the
Company is located at 1500 - 625 Howe Street, Vancouver, British Columbia,
Canada, V6C 2T6. The telephone number is (604) 684-1175 and the
facsimile number is (604) 684-0147. The Company’s website address is
www.panamericansilver.com. The information on that website is not
incorporated by reference into this Information Circular. The
registered and records office of the Company is located at 1200 Waterfront
Centre, 200 Burrard Street, Vancouver, British Columbia, Canada,
V7X 1T2.
Unless
otherwise indicated, all currency amounts stated in this Information Circular
are stated in the lawful currency of the United States.
The
date of this Information Circular is April 7, 2009, and it is first being sent
to shareholders on or about April 9, 2009. The Annual Information Form
disclosure required by Multilateral Instrument 52-110 – Audit
Committees (“MI 52-110”) can be found in the
Company’s Annual Information Form for the year ended December 31, 2008, under
the heading “Audit Committee”, a copy of which is available on the System for
Electronic Document Analysis and Retrieval (“SEDAR”) at
www.sedar.com.
Appointment
of Proxyholder
The
persons named in the accompanying form of proxy for the Meeting are directors or
officers of the Company, or both. A shareholder has the right to
appoint some other person, who need not be a shareholder, to represent the
shareholder at the Meeting by striking out the names of the persons designated
in the accompanying form of proxy and by inserting that other person’s name in
the blank space provided.
The
instrument appointing a proxyholder must be signed in writing by the
shareholder, or such shareholder’s attorney authorized in writing. If
the shareholder is a corporation, the instrument appointing a proxyholder must
be in writing signed by an officer or attorney of the corporation duly
authorized by resolution of the directors of such corporation, which resolution
must accompany such instrument.
An
instrument of proxy will only be valid if it is duly completed, signed, dated
and received at the office of the Company’s registrar and transfer agent,
Computershare Investor Services Inc., 100 University Avenue, 9th Floor,
Toronto, Ontario, Canada, M5J 2Y1, Attention: Stock Transfer Department,
not less than 48 hours (excluding Saturdays, Sundays and holidays) before
the time set for the holding of the Meeting, unless the Chairman of the Meeting
elects to exercise his discretion to accept proxies received
subsequently.
If
you have any questions about the procedures to be followed to vote at the
Meeting or about obtaining, completing and depositing the required form of
proxy, you should contact Computershare Investor Services Inc. by telephone
(toll free) at 1-800-564-6253.
Revocation
of Proxy
A
shareholder may revoke a proxy by delivering an instrument in writing executed
by the shareholder or by the shareholder’s attorney authorized in writing, or
where the shareholder is a corporation, by a duly authorized officer or attorney
of the corporation, either at the registered office of the Company at any time
up to and including the last business day preceding the day of the Meeting, or
with the consent of the Chairman of the Meeting on the day of the Meeting,
before any vote in respect of which the proxy is to be used shall have been
taken. A shareholder may also revoke a proxy by depositing another
properly executed instrument appointing a proxyholder bearing a later date with
the Company’s registrar and transfer agent in the manner described above, or in
any other manner permitted by law.
Voting
by Non-Registered Shareholders
Only
registered shareholders or persons they appoint as their proxyholders are
permitted to attend and/or vote at the Meeting. However, in many
cases, common shares in the capital of the Company (the “Shares”) beneficially owned by
a holder (a “Non-Registered
Holder”) are registered either:
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(a)
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in
the name of an intermediary (an “Intermediary”) that the
Non-Registered Holder deals with in respect of the Shares, such as a bank,
trust company, securities dealer or broker or trustee or administrator of
self-administered RRSPs, RRIFs, RESPs or similar plans;
or
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(b)
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in
the name of a depository (such as The Canadian Depository for Securities
Limited) of which the Intermediary is a
participant.
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In
accordance with the requirements of applicable securities laws, the Company has
distributed copies of the Notice of Meeting, this Information Circular, the form
of proxy, and the reply card for use by shareholders who wish to receive the
Company’s financial statements (collectively, the “Meeting Materials”) to the
depositories and Intermediaries for onward distribution to Non-Registered
Holders.
Intermediaries
are required to forward Meeting Materials to Non-Registered Holders, unless a
Non-Registered Holder has waived the right to receive them. Very
often, Intermediaries will use service companies, such as ADP Canada or ADP, to
forward the Meeting Materials to Non-Registered
Holders. Non-Registered Holders who have not waived the right to
receive Meeting Materials will either:
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(a)
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receive,
as part of the Meeting Materials, a voting instruction form which must be
completed, signed and delivered by the Non-Registered Holder in accordance
with the directions provided by the Intermediary on the voting instruction
form (which may in some cases permit the completion of the voting
instruction form by telephone or through the internet);
or
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(b)
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be
given a form of proxy which has already been signed by the Intermediary
(typically by a facsimile, stamped signature), which is restricted to the
number of Shares beneficially owned by the Non-Registered Holder but which
is otherwise uncompleted. This form of proxy need not be signed
by the Non-Registered Holder. In this case, the Non-Registered
Holder who wishes to submit a proxy should otherwise properly complete
this form of proxy and deposit it as described
above.
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The
purpose of these procedures is to permit Non-Registered Holders to direct the
voting of the Shares they beneficially own. Should a Non-Registered
Holder who receives either a proxy or a voting instruction form wish to attend
and vote at the Meeting in person (or have another person attend and vote on
behalf of the Non-Registered Holder), the Non-Registered Holder should strike
out the names of the persons named in the accompanying proxy and insert the
Non-Registered Holder’s (or such other person’s) name in the blank space
provided or, in the case of a voting instruction form, follow the corresponding
instructions on the form. In either case, Non-Registered
Holders should carefully follow the instructions of their Intermediary or its
service company.
In
addition, there are two kinds of Non-Registered Holders - those who object to
their name being made known to the issuers of securities which they own (called
“OBOs”, for Objecting
Beneficial Owners) and those who do not object to the issuers of the securities
they own knowing who they are (called “NOBOs”, for Non-Objecting
Beneficial Owners). Until September 2002, issuers (including the Directors and
Officers of the Company) had no knowledge of the identity of any of their
beneficial owners including NOBOs. Subject to the provision of National
Instrument 54-101 –
Communication with Beneficial Owners of Securities of Reporting Issuers
(“NI 54-101”); however,
after September 1, 2002 issuers could request and obtain a list of their NOBOs
from intermediaries via their transfer agents. Prior to September 1, 2004,
issuers could obtain this NOBO list and use it for specific purposes connected
with the affairs of the corporation, except for the distribution of
proxy-related materials directly to NOBOs. This was the first stage of the
implementation of NI 54-101. Effective for shareholder meetings taking place on
or after September 1, 2004, issuers can obtain and use this NOBO list for
distribution of proxy-related materials directly (not via ADP) to NOBOs. This
is the second stage of the implementation of NI 54-101.
The
Company has decided to take advantage of those provisions of NI 54-101 that
permit it to directly deliver proxy-related materials to its NOBOs. As a result
NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) from our transfer agent,
Computershare Investor Services Inc. (“Computershare”). These VIFs
are to be completed and returned to Computershare in the envelope provided. In
addition, Computershare provides both telephone voting and internet voting
services, as described on the VIF itself which contain complete instructions.
Computershare will tabulate the results of the VIFs received from NOBOs and will
provide appropriate instructions at the Meeting with respect to the shares
represented by the VIFs they receive.
Voting
of Proxies
Shares
represented by properly executed proxies will be voted or withheld from voting
in accordance with the instructions of the shareholder on any ballot that may be
called for and, if the shareholder specifies a choice with respect to any matter
to be acted upon at the Meeting, the Shares represented by such proxies will be
voted accordingly. If no choice is specified, the
persons designated in the accompanying form of proxy will vote FOR all matters
proposed by management at the Meeting. If for any reason the
instructions of a shareholder in a proxy are uncertain as they relate to the
election of directors, the proxyholder will not vote the Shares represented by
that proxy for any director.
Exercise
of Discretion
The
accompanying form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the persons appointed proxy thereunder to
vote with respect to amendments or
variations
of matters identified in the Notice of Meeting, and with respect to other
matters which may properly come before the Meeting. In the event that amendments
or variations to matters identified in the Notice of Meeting are properly
brought before the Meeting or any further or other business is properly brought
before the Meeting, it is the intention of the persons designated in the
accompanying form of proxy to vote in accordance with their best judgment on
such matters of business. At the date of this Information Circular,
management of the Company knows of no such amendment, variation or other matter
which may be presented to the Meeting.
Voting
Securities and Principal Holders of Voting Securities
The
Company is authorized to issue 200,000,000 common shares without par value of
which 87,223,733 fully paid and non-assessable Shares are issued and outstanding
as of April 1, 2009. The holders of Shares are entitled to one vote
for each Share held. The Company has no other classes of voting
securities.
Any
holder of record of Shares at the close of business on Wednesday, April 1, 2009 will be entitled
to receive notice of the Meeting. Any such shareholder who either
personally attends the Meeting or has completed and delivered a form of proxy in
the manner and subject to the provisions described above shall be entitled to
vote or to have his or her Shares voted at the Meeting. The
failure of any shareholder to receive the Notice of Meeting does not deprive
such shareholder of his or her entitlement to vote at the Meeting.
To
the knowledge of the directors and senior officers of the Company, there are no
persons or companies who beneficially own, directly or indirectly, or exercise
control or direction over, more than ten percent of the issued and outstanding
Shares.
This
information was provided by management of the Company and
Computershare.
Quorum
and Votes Necessary
Under
the Company’s articles of incorporation (the “Articles”), a quorum for the
transaction of business at a general meeting is two individuals who are
shareholders, proxy holders representing shareholders or duly authorized
representatives of corporate shareholders personally present and representing
shares aggregating not less than 25% of the issued shares of the Company
carrying the right to vote at that meeting. In the event there is
only one shareholder, the quorum is one person personally present and being, or
representing by proxy, that shareholder, or in the case of a corporate
shareholder, a duly authorized representative of that shareholder.
With
respect to the proposed reappointment of the Company’s auditors and the
authorization of the board of directors of the Company (the “Board”) to fix the
remuneration to be paid to the Company’s auditors, the Business Corporations Act
(British Columbia) requires that shareholders approve the proposed actions by
ordinary resolution. An ordinary resolution means that the resolution
must be approved by not less than a simple majority of the votes cast by the
shareholders of the Company who voted in person or by proxy at the
Meeting.
Particular
Matters to be Acted Upon
Election
of Directors
The
Board has determined that nine directors will be elected at the Meeting for the
ensuing year.
The
term of office of each of the present directors expires at the close of the
Meeting. Persons named below will be presented for election at the
Meeting as management’s nominees and the persons named in the accompanying form
of proxy intend to vote for the election of these nominees. In the absence of instructions to the
contrary, the accompanying form of proxy will be voted “For” the nominees herein
listed. Management
does
not contemplate that any of these nominees will be unable to serve as a
director, but if that should occur for any reason prior to the Meeting, the
persons named in the accompanying form of proxy reserve the right to vote for
another nominee in their discretion, unless the shareholder has specified in the
accompanying form of proxy that such shareholder’s Shares are to be withheld
from voting on the election of directors. Each director elected will
hold office until the close of the next annual general meeting of the Company or
until his successor is elected or appointed, unless his office is earlier
vacated in accordance with the Articles of the Company or with the provisions of
the Business Corporations
Act (British Columbia).
The
following table sets out the names of management’s nominees for election as
directors, the municipality and province or state in which each is ordinarily
resident, all offices of the Company now held by each of them, each nominee’s
principal occupation, business or employment, the period of time for which each
nominee has served as a director of the Company and the number of shares of the
Company or any of its subsidiaries beneficially owned by each nominee, directly
or indirectly, or over which each nominee exercises control or direction as at
April 1, 2009. With the exception of Walter T. Segsworth, all of the
proposed nominees were duly elected as directors at the last Annual and Special
Meeting of Shareholders held on May 13, 2008.
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Name,
Residence and
Position
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Principal
Occupation,
Business or
Employment
Director
Since 2003
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Ross
J. Beaty
Vancouver,
B.C.
Canada
Chairman
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Chairman
of the Company; formerly Chief Executive Officer of the
Company.
Director
of the Company since September 30, 1988.
|
1,804,680
Shares (5)
197,900
Options
|
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Geoffrey
A. Burns(4)
North
Vancouver, B.C.
Canada
President,
Chief Executive Officer and Director
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President
and Chief Executive Officer of the Company; formerly Chief Financial
Officer of Coeur d’Alene Mines Corporation.
Director
of the Company since July 1, 2003.
|
21,587
Shares
86,762
Options
|
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William
A. Fleckenstein(3)(7)
Seattle,
Washington
USA
Director
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President
of Fleckenstein Capital, Inc. (investment counselling firm).
Director
of the Company since May 9, 1997.
|
3,013
Shares
8,438
Options
|
|
|
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Michael
Larson(1)
Seattle,
Washington
USA
Director
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Business
Manager of Cascade Investment, LLC (a private investment
company).
Director
of the Company since November 29, 1999.
|
2,214,452
Shares(6)
10,000
Options
|
|
Name,
Residence and
Position
|
Principal
Occupation,
Business or Employment
Director Since 2003
|
Number
of
Shares
Held
|
|
|
|
|
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Michael
J.J. Maloney
(1)(2)(3)
Seattle,
Washington
USA
Director
|
Private
Investor.
Director
of the Company from Sept. 25, 1995 to November 29, 1999; and re-elected
March 2, 2000 to present.
|
62,412 Shares
0
Options
|
|
|
|
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Robert
P. Pirooz(4)
Vancouver,
B.C.
Canada
General
Counsel, Secretary, and Director
|
General
Counsel and Secretary of the Company.
Director
of the Company since April 30, 2007.
|
4,207
Shares
54,440
Options
|
|
|
|
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|
David
C. Press (2)(4)
West
Vancouver, B.C. Canada
Director
|
President,
Press Mining Consulting Inc.
Director
of the Company since May 13, 2008.
|
1,497 Shares
0 Options
|
|
|
|
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|
Walter
T. Segsworth
West
Vancouver, B.C.
Canada
Director
|
Director
of Great Basin Gold Ltd.; Chairman of Plutonic Power Corporation; formerly
Chairman of Centenario Copper Corporation and of Cumberland Resources
Ltd.; and formerly Director of Northern Dynasty Minerals Ltd., UEX
Corporation and Yukon Zinc Corporation.
|
0 Shares
0
Options
|
|
|
|
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Paul
B. Sweeney(1)(2)
Surrey,
B.C.
Canada
Director
|
Executive
Vice-President Corporate Development of Plutonic Power Corporation;
formerly Vice President and Chief Financial Officer of Canico Resource
Corp.
Director
of the Company since August 5, 1999.
|
10,255
Shares
0
Options
|
|
|
|
|
_____________________
(1)
|
Member
of the Audit Committee.
|
(2)
|
Member
of the Compensation Committee.
|
(3)
|
Member
of the Nominating and Governance
Committee.
|
(4)
|
Member
of the Health Safety & Environment
Committee.
|
(5)
|
160,000
of these Shares are held by Kestrel Holdings Ltd., a private company owned
by Mr. Beaty.
|
(6)
|
Mr.
Larson exercises control or direction over 2,200,000 Shares on behalf of
Cascade Investment LLC, however beneficial ownership of such shares is
specifically disclaimed.
|
(7)
|
Lead
Independent Director. As Lead Independent Director, Mr.
Fleckenstein holds in-camera meetings with all independent directors of
the Board and reports back on those in-camera meetings to the
Board.
|
The
information as to the municipality and province or state of residence, principal
occupation and business or employment is not within the knowledge of the
directors or senior officers of the Company and has been furnished by the
individual nominees. The number of shares beneficially owned by each
nominee or over which each nominee exercises control or direction set out in the
above table has been obtained from publicly available insider reporting as at
April 1, 2009 or have been provided by individual nominees.
None
of the nominees for election to the Company’s Board of Directors named above
are, as at the date of this Information Circular, or has been, within ten years
before the date of this Information Circular:
|
(a)
|
was
subject to an order that was issued while the proposed director was acting
in the capacity as director, chief executive officer or chief financial
officer; or
|
|
(b)
|
was
subject to an order that was issued after the proposed director ceased to
be a director, chief executive officer or chief financial officer and
which resulted from an event that occurred while that person was acting in
the capacity as director, chief executive officer or chief financial
officer.
|
None
of the nominees for election to the Company’s Board of Directors named above
are, as at the date of this Information Circular, or has been, within ten years
before the date of this Information Circular, a director or executive officer of
any company that, while that person was acting in that capacity, became
bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee
appointed to hold its assets, or has, within ten years before the date of this
Information Circular, become bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver,
receiver manager or trustee appointed to hold the assets of the proposed
director.
In
addition, none of the Board of Director’s nominees for election as a director of
the Company named above has been subject to:
|
(a)
|
any
penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered into a
settlement agreement with a securities regulatory authority;
or
|
|
(b)
|
any
other penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable shareholder in
deciding whether to vote for a nominee as
director.
|
Appointment
of Auditors
Unless
otherwise instructed, the accompanying form of proxy will be voted for: (a) the
reappointment of Deloitte & Touche LLP, Chartered Accountants, of Vancouver,
British Columbia, as the auditors of the Company to hold office until the close
of the next annual general meeting of the Company; and (b) the authorization of
the Board to fix the remuneration to be paid to the auditors of the
Company. Deloitte & Touche LLP were first appointed auditors of
the Company on October 26, 1993.
Corporate
Governance
The
Board is required to supervise the management of the business and affairs of the
Company. In February 1996 the Board adopted a formal written mandate
which defined its stewardship responsibilities. This mandate was
revised, amended and restated in April 2003, March 2005 and again in November
2005, in light of
the adoption of MI 52-110, National Instrument 58-101 - Disclosure of Corporate
Governance Practices (“NI 58-101”)
and
National Instrument 58-201 -
Corporate Governance Guidelines (“NI 58-201” and, together
with NI 58-101, the “Corporate
Governance Disclosure Rules”) as well as the provisions of the Sarbanes-Oxley Act of 2002
and the Nasdaq’s corporate governance requirements (the “Nasdaq rules”).
The
Board believes that good corporate governance is important to the effective
performance of the Company and plays a significant role in protecting
shareholders’ interests and maximizing shareholder value.
Both
the Corporate Governance Disclosure Rules and the Nasdaq rules have established
guidelines for effective governance of listed companies. The Board is
of the view that the Company’s system of corporate governance meets or exceeds
these guidelines.
The
Company’s corporate governance practices are compared with the NI 58-101
guidelines for effective corporate governance in Appendix “A” to this
Information Circular.
Composition
of the Board
The
Board currently consists of eight directors, five of whom, William A.
Fleckenstein, Michael Larson, Michael J.J. Maloney, Paul B. Sweeney, and David
C. Press, qualify as independent directors under MI 52-110 and the Nasdaq rules,
and are independent of management and free from any interest and any business or
other relationship which could, or could reasonably be perceived to, materially
interfere with their ability to act in the best interests of the
Company. Geoffrey A. Burns and Robert P. Pirooz are related directors
who are not independent due to their management positions with the
Company. Ross J. Beaty is a related director because he was a member
of the Company’s executive within the past three years. Mr. John
Willson was a member of the Board of Directors of the Company in 2008 until the
annual general meeting of the shareholders of the Company held on May 13, 2008,
at which meeting Mr. Willson did not stand for re-election.
Due
to the growth and increasing complexity of its business, and on the
recommendation of the Nominating and Governance Committee, the Board has
determined that it is in the best interests of the Company to increase the size
of the Board to nine members. Mr. Segsworth, who would qualify as an
independent director under MI 52-110 and the Nasdaq rules, is management’s
nominee to fill the additional director position. It is expected that
if elected, Mr. Segsworth would be appointed to both the Compensation and the
Health, Safety and Environment Committees of the Board.
Board
Committees
The
Board has established four committees: the Audit Committee, the
Compensation Committee, the Health, Safety and Environment Committee and the
Nominating and Governance Committee. Each committee operates in
accordance with the Board’s formal written mandate which defines its stewardship
responsibilities. Committee members are appointed annually following
the Company’s annual general meeting.
The
following is a description of the composition and mandate for each of the
committees of the Board.
Audit
Committee
The
Audit Committee is currently composed of three directors, each of whom is an
unrelated and independent director for the purposes of the Corporate Governance
Disclosure Rules and all of whom are independent directors for purposes of the
Nasdaq rules. The Chairman of the Audit Committee is Paul B.
Sweeney. All members of the Audit Committee are financially
literate. The Company considers “financial literacy” to be the
ability to read and understand a company’s fundamental financial statements,
including a company’s balance sheet, income statement and a cash flow
statement. Mr. Sweeney has significant employment experience in
finance and accounting - he previously served as the Chief Financial Officer of
Canico Resource Corp., Manhattan Minerals
Corp.
and Sutton Resources Ltd. - and has the requisite professional experience in
accounting to meet the criteria of a financial expert within the meaning of
section 407 of the Sarbanes-Oxley Act of
2002.
The
Audit Committee assists the Board in its oversight functions as they relate to
the integrity of the Company’s financial statements and accounting processes,
and the independent auditors qualifications and independence. In this
regard the Audit Committee has primary responsibility for the Company’s
financial reporting, accounting systems and internal controls. The
Audit Committee has the following duties and responsibilities: (a) assisting the
Board in fulfilling its responsibilities relating to the Company’s accounting
and reporting practices; (b) reviewing the audited financial statements of the
Company and recommending whether such statements should be approved by the
Board; (c) reviewing and approving unaudited interim financial statements of the
Company; (d) reviewing and approving the Company’s MD&A and any press
releases related to the annual and interim financial statements or any MD&A
before the Company discloses this information; (e) recommending to the Board the
firm of independent auditors to be nominated for appointment by shareholders at
each annual general meeting of the Company and, where appropriate, the removal
of the Company’s independent auditors; (f) recommending to the Board the
compensation to be paid to the independent auditors; (g) reviewing the audit
engagement and scope of audits to be conducted by the Company’s independent
auditors; (h) monitoring and evaluating the independence and performance of the
Company’s independent auditors; (i) overseeing the work of the Company’s
independent auditors, including the resolution of disagreements between
management and the independent auditors regarding financial reporting; (j)
pre-approving all non-audit services to be provided to the Company by its
independent auditors prior to the commencement of such services; (k) in
consultation with management and the independent auditors, reviewing the
integrity, adequacy and timeliness of the Company’s financial reporting and
internal control structure; (l) monitoring the Company’s compliance with legal
and regulatory requirements related to financial reporting and disclosure; (m)
discussing with management and the independent auditor the adequacy and
effectiveness of the Company’s financial accounting systems and internal control
procedures; (n) reviewing and approving the appointment of the Company’s chief
financial officer and key financial executives; (o) establishing procedures for
the receipt, retention, confidentiality and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing matters; (p) annually
reviewing and reassessing the adequacy of the duties and responsibilities of the
Audit Committee set out in the Board’s formal written mandate; and (q) any other
matters that the Audit Committee feels are important to its mandate or that the
Board chooses to delegate to it. The Audit Committee is empowered to
instruct and retain independent counsel or other advisors, set the pay and
compensation for any such advisors and communicate directly with the independent
auditors, as it determines necessary to carry out its duties, at the expense of
the Company. The Audit Committee also has oversight responsibility for
the Company's internal audit group and function, and reviews
and assesses internal audit findings. Additional information relating
to the Audit Committee is contained in the Company’s Annual Information Form for
the year ended December 31, 2008 under the heading “Audit Committee” and in
Appendix “A”.
The
Audit Committee has prohibited the use of the Company’s independent auditors for
the following non-audit services:
|
·
|
bookkeeping
or other services related to the accounting records or financial
statements of the Company;
|
|
·
|
financial
information systems design and implementation, except for services
provided in connection with the assessment, design and implementation of
internal account controls and risk management
controls;
|
|
·
|
appraisal
or valuation services, fairness opinions or contribution-in-kind reports,
where the results of any valuation or appraisal would be material to the
Company’s financial statements or where the accounting firm providing the
appraisal, valuation, opinion or report would audit the
results;
|
|
·
|
internal
audit outsourcing services;
|
|
·
|
management
functions or human resources
functions;
|
|
·
|
broker-dealer,
investment advisor or investment banking
services;
|
|
·
|
expert
services unrelated to audits.
|
As
described above under the heading “Particular Matters to be Acted Upon –
Appointment of Auditors”, the auditors of the Company are Deloitte & Touche
LLP. Fees paid or accrued by the Company and its subsidiaries for
audit and other services provided by Deloitte & Touche LLP and its related
entities during the years ended December 31, 2008 and 2007 were as
follows:
|
|
Year
ended December 31,
2008
(CAD$)
|
|
Year
ended December 31,
2007
(CAD$)
|
|
|
|
|
|
|
Audit
Fees
|
$1,194,200
|
|
$1,331,800
|
|
Audit
Related Fees
|
nil
|
|
nil
|
|
Tax-Related
Fees
|
$45,200
|
|
$64,500
|
|
Other
Fees
|
nil
|
|
nil
|
|
Total:
|
$1,239,400
|
|
$1,396,300
|
______________
The
Audit Committee approved all audit and non-audit services provided by Deloitte
& Touche LLP to the Company in 2008 and 2007.
Compensation
Committee
The
Compensation Committee is currently comprised of three directors, each of whom
is an independent director for the purposes of both the Corporate Governance
Disclosure Rules and the Nasdaq rules. The Chairman of the
Compensation Committee is Michael J. J. Maloney, who replaced departing Board
member Mr. Willson on the Compensation Committee following the Company’s annual
general meeting on May 13, 2008. The Compensation Committee reviews
and makes recommendations to the Board in respect of the overall compensation
strategy, salary and benefits, and succession planning, of the executive
officers of the Company. In addition, the Compensation Committee is
responsible for reviewing any agreements with executive officers that may
address retirement, termination of employment or special circumstances, and for
the general compensation structure, policies and incentive programs of the
Company, as well as delivering an annual report to shareholders on executive
compensation. The Compensation Committee annually reviews and makes
recommendations to the Board for approval with respect to annual and long term
corporate goals and objectives relevant for determining the compensation for the
Chief Executive Officer, and annually reviews the performance of the Chief
Executive Officer relative to the goals and objectives established.
Health,
Safety and Environment Committee
The
Health, Safety and Environment Committee currently consists of three
directors. The Company believes that the Health, Safety and
Environment Committee should have management nominees because they are in the
best position to analyze any issues, as well as to effect and implement any
desired changes or policies. The Chairman of the Health, Safety and
Environment Committee is David C. Press, who replaced departing Board member Mr.
Willson on the Health, Safety and Environment Committee following the Company’s
annual general meeting on May 13, 2008. The Company recognizes that
proper care of the environment and the health and safety of its employees is
integral to its existence, its employees, the communities in which is operates
and all of its
operations. Accordingly,
the Company has directed its operating subsidiaries to conduct all operations in
an environmentally ethical manner having regard to local laws, requirements and
policies (the “Global
Statement”) and to the Company’s Health and Safety Policy and
Environmental Policy (the “HSE
Policies”). The Company’s operating subsidiaries have responsibility for
compliance with the Global Statement and the HSE Policies, and in connection
therewith, are committed to, inter alia: (i) complying
with applicable environmental laws and regulations of the countries and regions
in which they operate; (ii) exploring, designing, constructing, operating and
closing mining and processing operations by utilizing effective and proven
practices that minimize potentially harmful environmental impacts; (iii)
educating employees regarding environmental matters and potential work
environment hazards, and how to implement accident prevention programs; (iv)
conducting regular reviews and reporting findings to management and the Board to
ensure complete and transparent corporate wide knowledge of the Company’s
environmental performance; (v) ensuring that emergency response plans are in
place at each operation to protect against unforeseen events that may harm the
environment; (vi) developing, operating and auditing environmental management
systems at each of the Company’s operations that meet or exceed those in use by
other peer companies; (vii) providing a safe work environment by minimizing
and/or eliminating hazards; (viii) providing for audits of health and safety
programs; and (ix) developing and operating health and safety management
programs at each of the Company’s operations. The Health, Safety and Environment
Committee oversees audits made of all construction, exploitation, remediation
and mining activities undertaken by the Company’s operating subsidiaries, to
assess consistency with the Global Statement, HSE Policies and industry best
practices.
Nominating
and Governance Committee
The
Nominating and Governance Committee currently consists of two directors, each of
whom is an independent director for the purposes of both the Corporate
Governance Disclosure Rules and the Nasdaq rules. The Chairman of the
Nominating and Governance Committee is Michael J.J. Maloney. The
Nominating and Governance Committee: (i) oversees the effective functioning of
the Board; (ii) oversees the relationship between the Board and management of
the Company; (iii) ensures that the Board can function independently of
management at such times as is desirable or necessary; (iv) assists the Board in
providing efficient and effective corporate governance for the benefit of
shareholders; (v) identifies possible nominees for the Board; (vi) reviews the
qualifications of possible nominees for, and current members of, the Board;
(vii) in conjunction with the Chairman and President and Chief Executive
Officer, ensures that new directors are provided with an orientation and
education program; (viii) evaluates the performance of each individual director;
and (ix) reviews the Company’s Code of Ethical Conduct. The
Nominating and Governance Committee also reviews and makes recommendations to
the Board with respect to: (i) the independence of each director; (ii) the
competencies, skills and experience that each existing director should possess;
(iii) the appropriate size and composition of the Board; (iv) the
appropriateness of the committees of the Board, their mandates and
responsibilities and the allocation of directors to the committees; (v) the
appropriateness of the terms of the mandate and responsibilities of the Board;
(iv) the compensation of the directors of the Company in light of time
commitments, comparative fees, risks and responsibilities; (v) the
directorships, if any, held by the Company’s directors and officers in other
corporations; and (vi) the Company’s corporate governance
disclosure.
Summary
of Attendance of Directors
The
following table sets out the attendance of directors at Board meetings and
meetings of the committees of the Board of which they were members during the
year ended December 31, 2008:
|
|
|
|
Nominating
and
Governance
|
Health,
Safety and
Environment
|
|
10
meetings
|
5
meetings
|
5
meetings
|
2
meeting
|
2
meeting
|
Ross
J. Beaty
|
10
|
-
|
-
|
-
|
-
|
Geoffrey
A. Burns
|
10
|
-
|
-
|
-
|
2
|
William
A. Fleckenstein
|
9
|
-
|
-
|
2
|
-
|
Michael
Larson
|
10
|
5
|
-
|
-
|
-
|
Michael
J.J. Maloney
|
10
|
5
|
5
|
2
|
-
|
Paul
B. Sweeney
|
8
|
5
|
5
|
-
|
-
|
Robert
P. Pirooz
|
9
|
-
|
-
|
-
|
2
|
David
C. PRESS (1)
|
6
(of 6)
|
-
|
2
(of 2)
|
-
|
1
(of 1)
|
John
M. Willson (2)
|
4
(of 4)
|
-
|
3
(of 3)
|
-
|
1
(of 1)
|
(1)
|
David
Press was elected to the Board of Directors on May 13,
2008.
|
(2)
|
John
Willson ceased to be a member of the Board of Directors on May 13,
2008.
|
Code
of Ethical Conduct
As
part of its stewardship responsibilities, in February of 2003, the Board adopted
formal “Standards of Ethical Conduct” which were designed to deter wrong-doing
and to promote honest and ethical conduct and full, accurate and timely
disclosure. These standards were revised, amended and restated as a “Code of
Ethical Conduct” (the “Code”) in November of 2005 in
light of the adoption of the Corporate Governance Disclosure Rules. The Code is
applicable to all of the Company’s directors, officers and
employees. The full text of the Code is available free of charge to
any person upon request from the General Counsel and Secretary of the Company at
1500 – 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6,
Telephone: (604) 684-1175. The Board, through the Nominating and
Governance Committee, monitors compliance with the Code and is responsible for
the granting of any waivers from the Code to directors or executive
officers. Disclosure will be made by the Company of any waiver from
the requirements of the Code granted to the Company’s directors or executive
officers in the Company’s quarterly report that immediately follows the grant of
such waiver.
Directors’
and Officers’ Liability Insurance
The
Company maintains two Directors’ and Officers’ Liability Insurance Policies
covering a period of one year from August 31, 2008 (the “Policy Year”) with an
aggregate limit on liability of $30,000,000 to cover the directors
and officers of the Company and its subsidiaries, individually and as a
group. The insured company would bear the first $100,000 of any loss, except in
the cases of losses arising in connection with US securities related claims
where the insured company would bear the first $250,000 of any
loss.
The
Company paid aggregate premiums of $277,063 for such insurance for the Policy
Year.
Executive
Compensation
Summary
Compensation Table
The
following table sets forth a summary of the total compensation paid to, or
earned by, the Company’s Chief Executive Officer, Chief Financial Officer and
the three other most highly paid executive officers of the Company and any of
its subsidiaries (each a “Named
Executive Officer”) during the three most recently completed financial
years.
Summary
Compensation Table(1)
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Share-based
awards
($)(2)
|
Option-based
awards
($)(2)
|
Non-equity
incentive plan
Compensation
($)
|
Pension
value
($)
|
All
Other
Compensation
($)(3)
|
Total
Compensation
($)
|
|
|
|
|
|
Annual
incentive plans
|
Long-term
incentive plans
|
|
|
|
Geoffrey
A. Burns
President
and Chief Executive Officer
|
2008
2007
2006
|
474,750
386,000
317,900
|
81,000
|
243,000
|
0
184,315
144,486
|
n/a
|
n/a
|
28,350
22,292
16,829
|
827,100
|
A.
Robert Doyle
Chief
Financial Officer
|
2008
2007
2006
|
267,562
244,000
234,800
|
37,800
|
113,400
|
0
85,187
81,358
|
n/a
|
n/a
|
13,230
10,568
10,170
|
431,992
|
Steven
L. Busby
Chief
Operating Officer
|
2008
2007
2006
|
358,521
300,000
274,800
|
57,173
|
171,518
|
0
113,633
101,470
|
n/a
|
n/a
|
20,010
14,175
12,984
|
607,222
|
Michael
Steinmann
Executive
Vice President, Geology and Exploration
|
2008
2007
2006
|
317,042
260,000
224,650
|
56,430
|
169,290
|
0
106,243
113,183
|
n/a
|
n/a
|
39,751(4)
12,285
10,615
|
582,513
|
Andrés
A. Dasso
Senior
Vice President, Mining Operations
|
2008
2007
2006
|
330,868
301,000
265,794
|
45,788
|
137,363
|
0
85,597
104,501
|
n/a
|
n/a
|
182,868(5)
13,133
13,101
|
696,887
|
______________
(1)
|
Annual
compensation amounts are paid to the Named Executive Officers in Canadian
dollars, except for Mr. Dasso whose compensation is paid in US
dollars. For the purposes of this table, Mr. Dasso’s 2008 US
dollars compensation has been converted to Canadian currency at 1 USD =
1.06669 CAD, which was the average exchange rate for 2008. For
comparative purposes, compensation amounts for 2007 and 2006 which were
paid in US dollars have been converted to Canadian currency at 1 USD =
1.075 CAD.
|
(2)
|
Option
and Share-based awards for 2008 were earned under the Long-Term Incentive
Plan in 2008, and were issued on March 11,
2009.
|
(3)
|
Represents
a tax gross-up payment to the Named Executive Officers with respect to
share-based awards.
|
(4)
|
Includes
Presidential Award of $20,000 CAD for extraordinary service to the
Company.
|
(5)
|
Includes vacation pay representing
unused vacation time, paid in accordance with Peruvian law, in the amount
of $156,411 USD, to be paid in 2009 with regard to Mr. Dasso’s change in
employment position and change from Pan American Silver Peru S.A.C. to the
Company.
|
Long-Term
Incentive Plan
The
long-term incentive plan was initially approved by the Board on December 9, 2005
and was amended to reflect the 2008 Plan (as defined below) on August 12, 2008
(the “Long-Term Incentive
Plan”). No options, Shares or other securities are issued
under the Long-Term Incentive Plan. Under the terms of the Long-Term
Incentive Plan, guidance is provided regarding the grant of stock options and
Shares under the Company’s stock option and stock bonus plan (approved by the
shareholders of the Company on May 13, 2008) (the “2008 Plan”) to those holding
senior management positions with the Company.
The
Long-Term Incentive Plan was designed to create a sense of ownership by the key
employees of the Company and to link the compensation of such employees with the
performance of the Company. This plan provides a formula for
calculating an incentive target award for each eligible employee of the Company
related directly to each employee’s individual annual
performance. Targets are based on an employee’s base salary and are
directly dependent on an employee’s responsibilities and contribution with
regard to the long-term performance of the Company.
Please
refer to the more detailed description of the Long-Term Incentive Plan on page
18 herein.
Stock
Options
The
2008 Plan, which governs the Company’s issuance of stock options and bonus
shares, was established by the Board on May 13, 2008 (and approved by
shareholders on May 13, 2008) and is given effect in conjunction with the
Company’s Long-Term Incentive Plan. The 2008 Plan contemplates (i)
the granting of options to purchase Shares and/or (ii) the direct issuance of
bonus Shares to executive officers, directors and service providers of the
Company.
The
purpose of granting such options and/or bonus shares is to assist the Company in
attracting, retaining and motivating executive officers, directors and service
providers and to align the personal interests of such executive officers,
directors and service providers to those of the Company’s
shareholders. The 2008 Plan is intended to be competitive with the
benefit programs of other companies in the mining industry, and complies with
the rules set forth for such plans by the TSX and Nasdaq.
Any
grant of options under the 2008 Plan will be within the discretion of the Board,
and the term of any options granted will also be at the discretion of the Board,
but will not be in excess of ten years. The 2008 Plan also gives
authority to the Board to issue up to 50,000 bonus Shares in each calendar year.
The maximum number of Shares which may be issued pursuant to options granted or
bonus Shares issued under the 2008 Plan may be equal to, but will not exceed
6,461,470 Shares. The number of Shares which may be issuable to any
one optionee under the 2008 Plan together with all of the Company’s other
previously established or proposed share compensation arrangements, shall not
exceed 5% of the total number of issued and outstanding common shares in the
capital of the Company on a non-diluted basis. In addition, the number of Shares
which may be issuable under the 2008 Plan, together with all the Company’s other
previously established or proposed share compensation arrangements, within a one
year period: (i) to insiders of the Company in aggregate, shall not exceed 7% of
the outstanding issue; (ii) to one optionee who is an insider of the Company or
any associates of such insider, shall not exceed 2% of the outstanding issue;
and (iii) to any non-employee director, other than the Chairman of the Board,
shall not exceed an equity award value of $100,000 (other than Options or Shares
granted or taken in lieu of cash fees).
The
exercise price of options granted under the 2008 Plan will be the weighted
average trading price of Shares on the TSX or Nasdaq, as the Board may select,
for the five trading days prior to the grant date. The 2008 Plan
provides for an optional cashless exercise mechanism which allows the exercise
price for a vested option to be satisfied by the option holder providing to the
Company for cancellation that number of other vested options having an “in the
money” value equal to the exercise price of the option to be
exercised. Under the 2008 Plan, options are non-assignable and
non-transferable. Where an option holder’s employment with the
Company is terminated, otherwise than for cause or by reason of death or
disability, options granted under the 2008 Plan will terminate on the earlier
of: (i) the expiry date of the options; (ii) 30 days after termination of
employment; or (iii) the date the option holder ceases to be a service
provider. In the event of termination for cause, the options will
terminate immediately upon the date which the individual ceases to be a
director, officer or service provider. In the event the individual
ceases to be a director, officer or service provider due to death or disability,
the options granted under the 2008 Plan will terminate upon the earlier of: (i)
the expiry date; and (ii) 12 months after the date of death or
disability. The 2008 Plan also contains an adjustment mechanism to
alter the exercise price or number of shares
issuable
under the 2008 Plan upon a share reorganization, corporate reorganization or
other such event not in the ordinary course of business. In the event
of a take-over bid or change of control, 50% of an option holder’s unvested
outstanding options will vest and are conditionally exercisable until
immediately before the completion of the take-over bid or change of control,
provided that: (i) any options that are unvested or unexercised by the
completion of the take-over bid or change of control become null and void; and
(ii) in the event the take-over bid or change of control is not completed within
90 days of the proposed completion date, the option holder will be refunded any
payments made to exercise the options, the exercised options will be reissued,
and the purported exercise of the options will be null and void.
Except
where not permitted by the TSX, where an option expires during a time when,
pursuant to any policies of the Company, any securities of the Company may not
be traded by certain persons as designated by the Company, including any holder
of options under the 2008 Plan (the “Black Out Period”) or within
ten business days following the end of such Black Out Period, the term of such
options will be extended to the end of day that is ten business days following
the end of the applicable Black Out Period.
As
at April 1, 2009, there were options outstanding under the 2008 Plan to acquire
up to 987,337 Shares which represents 1.1% of the Company’s non-diluted share
capital. Under the 2008 Plan the Company has reserved 6,461,470 Shares which may
be issued pursuant to options granted or bonus Shares issued.
The
Company provides no financial assistance to facilitate the purchase of Shares to
directors, officers or employees who hold options granted under the 2008
Plan.
The
following table sets forth information concerning all awards outstanding for
each Named Executive Officers during the Company’s most recently completed
financial year.
Outstanding
Share-Based Awards and Option-Based Awards Table
|
Option-based
Awards
|
Share-based
Awards
|
Name
|
Number
of Securities underlying unexercised options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Value
of
unexercised
in-the-money
options
($)(1)(2)
|
Number
of
shares
or units
of
shares that
have
not vested
(#)
|
Market
or
payout
value of
share-based
awards
that
have not vested
($)
|
Geoffrey
A. Burns
President
and Chief Executive Officer
|
6,968
17,634
16,909
|
22.04
28.41
36.66
|
Jan
3, 2011
Jan
2, 2012
Jan
10, 2013
|
0
|
Nil
|
Nil
|
A.
Robert Doyle
Chief
Financial Officer
|
4,058
7,104
8,016
|
22.04
28.41
36.66
|
Jan
3, 2011
Jan
2, 2012
Jan
10, 2013
|
0
|
Nil
|
Nil
|
Steven
L. Busby
Chief
Operating Officer
|
14,248
13,606
10,752
|
22.04
28.41
36.66
|
Jan
3, 2011
Jan
2, 2012
Jan
10, 2013
|
0
|
Nil
|
Nil
|
Michael
Steinmann
Executive
Vice President, Geology and Exploration
|
2,333
2,883
7,415
9,319
|
18.80
22.04
28.41
36.66
|
Jul
27, 2010
Jan
3, 2011
Jan
2, 2012
Jan
10, 2013
|
5,156
|
Nil
|
Nil
|
Andrés
A. Dasso
Senior
Vice President, Mining Operations
|
4,666
14,011
12,770
9,267
|
18.80
22.04
28.41
36.66
|
Jul
27, 2010
Jan
3, 2011
Jan
2, 2012
Jan
10, 2013
|
10,312
|
Nil
|
Nil
|
(1)
|
Dollar
amounts are in Canadian dollars. |
(2)
|
The closing price of Shares on the
TSX as at December 31, 2008 was $21.01
CAD.
|
The
following table sets forth information concerning the value of all awards that
have vested or been earned by each of the Named Executive Officers for the
financial year ended December 31, 2008.
Incentive Plan Awards
Table(1)
Name
|
Option-based
awards – Value
vested
during the year
($)(2)
|
Share-based
awards
–
Value
vested
during the year
($)
|
Non-equity
incentive plan
compensation
– Value
earned
during the year
($)
|
Geoffrey
A. Burns
President
and Chief Executive Officer
|
150,797
|
Nil
|
Nil
|
A.
Robert Doyle
Chief
Financial Officer
|
88,906
|
Nil
|
Nil
|
Steven
L. Busby
Chief
Operating Officer
|
107,241
|
Nil
|
Nil
|
Andrés
A. Dasso
Senior
Vice President, Mining Operations
|
161,833
|
Nil
|
Nil
|
Michael
Steinmann
Executive
Vice President, Geology and Exploration
|
102,194
|
Nil
|
Nil
|
(1)
|
Dollar
amounts are in Canadian dollars. |
(2)
|
Vesting dates for options were
January 2, 2008, January 3, 2008 and July 27,
2008.
|
Termination
of Employment, Change in Responsibilities and Employment Contracts
Of
the Named Executive Officers, Geoffrey A. Burns, the Company’s President
and Chief Executive Officer; A. Robert Doyle, the Company’s Chief Financial
Officer; Michael Steinmann, the Company’s Executive Vice President, Geology
& Exploration; and Steven L. Busby, the Company’s Chief Operating Officer
are currently engaged under employment contracts. Each of these contracts is for
an indefinite term and each provides for a base salary (as may be adjusted
annually by such amount as the Board determines upon recommendation by the
Compensation Committee), discretionary bonus, grant of stock options, vacation
time, and various benefits including life, disability, medical and dental
insurance.
The
employment contracts also provide for termination payments in certain
circumstances. In the event of termination without just cause, all
four of the employment contracts provide for a termination payment equal to one
year’s annual salary plus benefits for a period of twelve months (and in the
case of Geoffrey A. Burns, plus one month’s salary for each fully completed year
of continuous employment with the Company, not to exceed two times annual
salary; and in the case of Michael Steinmann, a lump sum payment equal to his
annual salary plus benefits for a period of nine months).
For
Geoffrey A. Burns, his contract further provides that a resignation within
6 months of any person acquiring 50% of the outstanding Shares or acquiring
sufficient Shares to replace the majority of the Company’s Board with such
person’s nominees entitles him to a termination payment equal to two years’
annual salary together with benefits for a twelve-month period. For
Steven L. Busby, his contract further provides that if he provides at least one
month notice of resignation, and exercises his right to resign within three
months of any person acquiring 50% of the outstanding Shares or acquiring
sufficient Shares to replace the majority of the Company’s Board with such
person’s nominees, he is entitled to a termination payment equal to one years’
annual salary together with benefits for a twelve-month period. For A. Robert
Doyle, his contract provides that a resignation under these same circumstances
entitles him to a termination payment equal to one year’s annual salary together
with benefits for a
twelve-month
period and the vesting of all options granted, upon the effective date of
resignation, after a change in control.
Share
Ownership
The
Compensation Committee has recommended minimum requirements, as outlined below
for share ownership by the following executive officers: President
& CEO; Chief Operating Officer; Chief Financial Officer; Executive Vice
President Geology & Exploration; Senior Vice President, Mining Operations;
Senior Vice President, Project Development; and General Counsel.
|
After
24 months employment
|
minimum
1,500 shares
|
|
After
48 months employment
|
minimum
3,000 shares
|
|
After
60 months employment
|
minimum
5,000 shares
|
The Compensation Committee of the
Corporation annually reviews compliance with the foregoing
requirements.
Compensation
Committee
The
Company has a Compensation Committee comprised of the following independent
directors: Michael J.J. Maloney (Chair), David C. Press, and Paul B.
Sweeney. The duties and responsibilities of the Compensation
Committee are set out in this Information Circular under the heading “Corporate
Governance - Board Committees – Compensation Committee”.
Report
on Executive Compensation
The
Company’s compensation structure is designed to reward performance and to be
competitive with the compensation arrangements of other Canadian mining
companies with international operations of similar size and
scope. The structure complies with the Company’s statement of
Compensation philosophy which was adopted in February 2005 and amended in
February 2009. The Company’s philosophy is to provide a total
compensation package with an approximate positioning at the 60th percentile
comparably against other companies in the mining industry.
Each
executive officer’s position is evaluated to establish skill requirements and
level of responsibility and this evaluation provides a basis for internal and
external comparisons of positions. In addition to industry
comparables, the Board and the Compensation Committee consider a variety of
factors when determining both compensation policies and programs and individual
compensation levels. These factors include the long term interests of
the Company and its shareholders, overall financial and operating performance of
the Company and the Board’s and the Compensation Committee’s assessment of each
executive’s individual performance and contribution towards meeting corporate
objectives.
The
Company’s compensation practices are regularly monitored by the Compensation
Committee and modified as required, to ensure the Company maintains its
competitiveness and that it appropriately recognizes growth and change within
the organization. The Company utilizes HayGroup (“Hay”), an independent
consultant, to assist in conducting the executive compensation
review. Detailed job descriptions have been prepared and are updated
for each of the senior management positions in the Company. Hay
evaluates each position against appropriate, comparable and consistent data
utilizing its proprietary point system. Hay then awards a point value
to each position and the position and corresponding point value are compared
annually to Hay’s Mining Review Compensation survey data. The survey
utilizes compensation data from mining companies in Canada with comparable
positions. Based on this market data, recommendations are submitted
to the Compensation Committee
to
review and if appropriate adjust base salaries, short-term incentive targets and
long-term incentive targets. The Compensation Committee then makes
recommendations for changes to executive compensation to the Board.
Executive
officer total compensation is composed of four major components: base
salary, a cash short-term incentive program, long-term incentives and extended
group benefits. In addition, the Board of Directors approved a
three-year retention program in June 2008 for certain key
employees.
Base
Salary
Base
salaries are determined following a review of market data for similar positions
in Canadian mining companies with international operations of comparable size
and scope. The salary for each executive officer’s position is then
determined having regard for the incumbent’s responsibilities, the financial
capacity of the Company, potential for advancement, and the assessment of the
Board and the Compensation Committee of such other matters as are presented by
management, including industry comparable base salaries for similar
positions.
In
response to the significant decline in the prices of silver and zinc in the
fourth quarter of 2008, the Company initiated a comprehensive series of measures
to reduce costs. One of those cost control measures included a 10%
reduction in salaries for all senior management, effective November 15,
2008.
Annual Incentive
Plan
The
second component of the executive officers’ compensation is an annual cash bonus
earned under the guidelines of the Company’s Annual Incentive Plan (the “AIP”). AIP payments
are determined on the basis of Company and individual performance with 50% of
the AIP payment based on Company performance and 50% based on individual
performance, with the exception of the Chief Executive Officer whose AIP payment
is based 100% on Company performance. The ratio may be adjusted from
year to year by the Compensation Committee, depending on the level of Company,
departmental or individual focus desired.
The
target AIP goal ranges from 45% to 50% of base salary for the Name Executive
Officers, other than the Chief Executive Officer, and is 55% of base salary for
the Chief Executive Officer.
The
Company’s performance is compared to a set of annual objectives that have been
pre-determined and approved by the Board. These objectives include
targets for production, costs, earnings, safety, reserve growth and project
advancement and are tied directly to the Company’s annual budget, which is also
approved by the Board. Individual targets are set to achieve and
surpass the Company’s annual objectives.
For
2008, the Company’s performance rating against pre-established annual objectives
was 26.5%. Due to the challenging economic climate and continued
uncertainty surrounding the recovery of metal prices which fell precipitously in
the 2nd half of
2008, the Board of Directors approved the recommendation from the Compensation
Committee that no AIP awards would be payable under the 2008 Annual Incentive
Plan.
Long-Term Incentive
Plan
The
third component of the executive officers’ compensation is the granting of stock
options and issuance of bonus Shares. The Compensation Committee or
the Board, subject to approval by regulatory authorities, may grant stock
options and bonus Shares on an annual basis to senior managers and executive
officers. The Long-Term Incentive Plan is intended to help attract
and retain employees by providing them with an opportunity to participate in the
future success of the Company and to align the interest of the employee with
those of the Company and its shareholders. Participation is limited to key
management positions having responsibility for influencing the policy and
strategy of the Company.
The
Company’s Long-Term Incentive Plan provides guidance regarding the grant of
options and bonus Shares to those holding senior and corporate management
positions. The Long-Term Incentive Plan provides a formula for
calculating the annual Long-Term Incentive Plan target for each eligible
employee, based on a percentage of base salary. Payouts pursuant to
the Long-Term Incentive Plan are made available as options (75%) and Shares
(25%). The Long-Term Incentive Plan is based on individual
performance measures and targets, and is reviewed
annually. Performance measures include commitment, initiative,
knowledge, leadership, teamwork and communications.
The
target Long-Term Incentive Plan goal ranges from 50% to 55% of base salary for
the Named Executive Officers, other than the Chief Executive Officer, and is 60%
of base salary for the Chief Executive Officer.
Extended Group
Benefits
The
fourth component of the executive officers’ compensation is extended group
benefits. The Company makes available an array of quality group
benefit alternatives to address employee health and other needs, and those of
their dependents.
Key Employee Long Term
Contribution Plan
An
additional element of the Company’s compensation structure is a retention
program known as the Key Employee Long Term Contribution Plan (the “Contribution Plan”). The
Contribution Plan was approved by the directors of the Company on June 2, 2008
in response to the intensely competitive labour market in the mining sector that
existed in early 2008, during which period highly qualified and experienced
professionals were being actively approached and recruited by other mining and
exploration companies. The Contribution Plan was designed and
implemented to reward certain key employees of the Company over a fixed time
period for remaining with the Company.
The
Contribution Plan is a three-year plan with a percentage of the total retention
bonus payable at the end of each year of the program provided that the
individual is still an employee of the Company. The Contribution Plan
design consists of three bonus levels that are commensurate with various levels
of responsibility, and provides for a specified annual payment for three years
starting in June 2009. Each year, the annual contribution award will be
paid in the form of either cash or Shares of the Company. No Shares
will be issued from the treasury pursuant to the Contribution Plan without the
prior approval of the Contribution Plan by the shareholders of the Company and
any applicable securities regulation authorities. 27 individuals are
currently eligible to receive retention bonus payments under the Contribution
Plan and the minimum aggregate value that will be paid in cash or issued in
Shares over the three-year period of the Contribution Plan is $10.9 million
CAD. The Chief Executive Officer is not an eligible participant under
the Contribution Plan.
Chief
Executive Officer Compensation
The
Chief Executive Officer’s compensation package is established after an
independent review of compensation practices within a group of Canadian mining
companies of similar size and scope, as described previously. This
market data set is also used to develop compensation recommendations for other
members of the Company’s executive group.
Base
Salary
The
base salary compensation for the Chief Executive Officer is determined on the
basis of a review of market data for similar positions in Canadian mining
companies with international operations of comparable size and
scope. A reduction of the Chief Executive Officer’s base salary from
$500,000 CAD to $450,000 CAD was
approved
by the Board of Directors upon the recommendation from the Compensation
Committee effective November 15, 2008, as part of a cost reduction measure that
reduced all senior executive salaries by 10%.
Annual Incentive
Plan
The
AIP compensation paid to the Chief Executive Officer is based on achieving
certain corporate goals and objectives which are set at the start of each year
and approved by the Board of Directors. The Chief Executive Officer’s
AIP award is based 100% on Company performance for the financial
year. The Chief Executive Officer has a target AIP award of 60% of
salary, with an annual incentive opportunity ranging from 0% to 120% of
salary.
There
are three categories of annual corporate objectives. The first
category represents metrics that should contribute to an increase in shareholder
value and include increasing the Company’s silver production per share and
increasing the Company’s proven and probable silver reserves per
share. The second category is focused on growth and measures
exploration success and the development and construction progress in the
Company’s major new mining projects. The third category measures
operating performance and includes annual targets for silver production, cash
costs per ounce, earnings, cash flow from operating activities and health and
safety performance. The targets for each component are set such that
they are greater than the Company’s internally approved budget.
In
2008, the Company’s performance achievement against objectives was 26.5 out of
100. As described previously, the Board of Directors approved the
recommendation of the Compensation Committee that no AIP awards would be payable
from the AIP for 2008, and therefore the 2008 AIP award for the Chief Executive
Officer was $0.
Long-Term Incentive
Plan
The
Long-Term Incentive Plan equity-based compensation paid to the Chief Executive
Officer is determined by the Compensation Committee’s annual review of the Chief
Executive Officer’s personal performance, as measured against pre-established
evaluation criteria which includes: commitment, initiative, knowledge,
leadership, teamwork and communication.
In
2008, the Chief Executive Officer scored 75 out of a possible
80 points for his
personal performance which entitled him to a Long-Term Incentive Plan payment of
72% of his annual base salary.
Total Compensation - Chief
Executive Officer
For 2008, the Chief Executive Officer’s
total compensation was $827,100 CAD. The sum of base salary,
short-term incentive and long-term incentive awards placed the Chief Executive
Officer in the 10th percentile among comparable positions in the HayGroup 2008
Global Mining Compensation
Review.
Michael
J.J. Maloney
David
C. Press
Paul
B. Sweeney
Compensation
of Directors
Other
than the Chairman, each non-executive director of the Company receives an annual
Board retainer fee of $70,000 USD, starting on the date of the annual general
meeting at which he or she is elected or re-elected as a director and ending on
the date immediately prior to the date of the Company’s next annual general
meeting. At the election of each non-executive director, the retainer
fee, net of applicable taxes, is received as either:
|
(i)
|
Shares
based on the 10-day weighted average of the Shares on the Nasdaq National
Market immediately prior to the annual general meeting;
or
|
|
(ii)
|
options
to purchase Shares according to the Black-Scholes formula. The exercise
price of such options will be equal to the weighted average trading price
of the Shares on the Nasdaq National Market on the five trading days (on
which at least one board lot of the Shares was traded) prior to the annual
general meeting. The options will vest immediately and will expire ten
years after the date on which they were
granted.
|
In
2008, each non-executive director elected to receive Shares pursuant to
subsection (i) above. In addition to the annual Board retainer fee, certain
other compensation is provided to non-executive directors of the Company for the
annual general meeting to annual general meeting period. For the
period ending May 13, 2008, a non-executive chair of the Nominating and
Governance Committee, Compensation Committee and Health, Environment and Safety
Committee received a $3,000 USD annual cash committee retainer
fee. In the same period, the non-executive chair of the Audit
Committee received a $10,000 USD cash committee retainer fee and each other
non-executive director on the Audit Committee received a $4,000 USD cash
committee retainer fee. The lead director received a $10,000 USD
annual cash retainer fee. Each non-executive director sitting on a
committee received a $1,000 USD cash fee for each committee meeting attended in
that period.
For
the period following the Company’s last annual general meeting held on May 13,
2008, each non-executive director receives a $1,000 USD cash fee for each Board
meeting attended. Beginning in that period, a non-executive chair of
the Nominating and Governance Committee receives a $3,000 USD annual cash
retainer fee and a non-executive chair of the Compensation Committee and Health,
Environment and Safety Committee receives a $5,000 USD annual cash committee
retainer fee. The non-executive chair of the Audit Committee receives
a $14,000 USD annual cash committee retainer fee and each other non-executive
director on the Audit Committee receives a $6,000 USD cash committee retainer
fee annually. The lead director receives a $10,000 USD annual
cash retainer fee. Each non-executive director sitting on a committee
received a $1,000 USD cash fee for each committee meeting attended in that
period. All non-Canadian resident directors also receive the cost of
their Canadian tax filings as part of their compensation.
In
2008, the Chairman received an annual fee of $100,000 CAD, paid in Shares net of
applicable taxes, plus reimbursable expenses of approximately $93,000 CAD to
cover the administrative costs of running the Chairman’s office.
The
Company reimburses its directors for reasonable out-of-pocket expenses related
to their attendance at meetings or other expenses incurred for corporate
purposes.
The
Nominating and Governance Committee will review the compensation of directors in
2009.
The
following table sets forth all amounts of compensation provided to the directors
for the Company’s financial year ended December 31, 2008, with the exception of
Geoffrey A. Burns and Robert Pirooz who receive compensation as executives of
the Company but who do not receive compensation for services as directors of the
Company.
Director
Compensation Table
Name
|
Fees
earned (1)
(US$)
|
Share-based
awards
(US$)
|
Option-based
awards
(US$)
|
Non-equity
incentive plan compensation
(US$)
|
Pension
value
(US$)
|
All
other
compensation
(US$)
|
Total
(US$)
|
William
A. Fleckenstein
|
17,000
|
70,000
|
-
|
-
|
Nil
|
1,000(6)
|
88,000
|
Michael
Larson
|
16,167
|
70,000
|
-
|
-
|
Nil
|
1,000(6)
|
97,167
|
Michael
J.J. Maloney
|
29,084
|
70,000
|
-
|
-
|
Nil
|
1,000(6)
|
109,084
|
Paul
B. Sweeney
|
26,333
|
70,000
|
-
|
-
|
Nil
|
-
|
96,333
|
|
11,917
|
40,833
|
-
|
-
|
Nil
|
-
|
52,750
|
|
0
|
-
|
-
|
-
|
Nil
|
-
|
0
|
|
0
|
-
|
-
|
-
|
Nil
|
-
|
0
|
Ross
J. Beaty
|
0
|
100,050(4)
|
-
|
-
|
Nil
|
86,843(5)
|
186,893
|
|
7,500
|
29,167
|
-
|
-
|
Nil
|
-
|
36,667
|
______________
(1)
|
Includes
retainer fees other than Board annual retainer fees, plus all meeting
attendance fees.
|
(2)
|
Mr.
Press became a Board member on May 13, 2008 and Mr. Willson ceased to be a
Board member on May 13, 2008.
|
(3)
|
Mr.
Pirooz and Mr. Burns are executive members of the Board and therefore
receive no compensation for services as a
director.
|
(4)
|
$100,000
CAD converted using the exchange rate on the date of payment of 1 CAD =
1.0005 USD.
|
(5)
|
$92,634
CAD, representing the administrative costs of running the Chairman’s
office, converted to US currency at 1 CAD = 0.93748 USD, which was the
average exchange rate for 2008.
|
(6)
|
Estimate of amount provided to
non-Canadian resident directors for the cost of Canadian tax filing
fees.
|
Equity
Compensation Plan Information
The
following table sets forth information concerning the issuance of Shares under
the 2008 Plan for the financial year ended December 31, 2008.
|
|
Number
of securities to be issued upon exercise of outstanding
options,
warrants
and rights
(a)
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
(CAD$)
(b)
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in
column(a))
(c)
|
Equity
compensation plans approved by securityholders
|
|
614,640
|
|
$21.88
|
|
5,829,104(1)
|
Total:
|
|
614,640
|
|
$21.88
|
|
5,829,104
|
(1)
|
6,461,470 shares reserved for
issuance under the Company’s 2008 Plan, less 9,726 shares issued to the
directors in connection with annual compensation, less options exercised,
and less the number of options outstanding as at December 31,
2008.
|
Performance
Graph
The
following graph compares the yearly percentage change in the Company’s
cumulative total shareholder return on its Shares with the cumulative total
return of the S&P TSX Composite Index, for the financial years ended
December 31, 2008, 2007, 2006, 2005 and 2004.
|
|
|
Pan
American Silver
Corp.
Closing Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2004
|
$ 19.23
|
|
100.00
|
|
9,247
|
|
100.00
|
December
30, 2005
|
$ 21.91
|
|
113.94
|
|
11,272
|
|
121.90
|
December
29, 2006
|
$ 29.40
|
|
152.89
|
|
12,908
|
|
139.59
|
December
31, 2007
|
$ 34.99
|
|
181.96
|
|
13,833
|
|
149.59
|
December
31, 2008
|
$ 21.01
|
|
109.26
|
|
8,988
|
|
97.20
|
Interest
of Insiders in Material Transactions
No
insider of the Company and no associate or affiliate of any insider has or has
had any material interest, direct or indirect, in any transaction since the
commencement of the Company’s last completed financial year, or in any proposed
transaction, which in either such case has materially affected or will
materially affect the Company.
Management
Contracts
Management
functions of the Company are not, to any substantial degree, performed by a
person other than the directors or senior officers of the Company through
consulting contracts. Mr. Robert P. Pirooz, the Company’s General
Counsel and Secretary, provides certain management services to the Company
through a private company, controlled by him, Iris Consulting
Limited. In this regard, the Company paid Iris Consulting Limited,
through which Mr. Pirooz provides his services, approximately $200,000 CAD for
management and administrative fees earned in 2008. Mr. Pirooz is also
eligible to participate in certain of the Company’s incentive and benefits
plans.
Interest
of Certain Persons in Matters to be Acted Upon
Except
as disclosed herein, no director or executive officer of the Company, nor any
associate or affiliate of any of the foregoing persons, has any material
interest, direct or indirect, by way of beneficial ownership of Shares or
otherwise, in any matter to be acted on at the Meeting other than the election
of directors.
Other
Matters
Management
of the Company knows of no other matters which will be brought before the
Meeting, other than those referred to in the Notice of
Meeting. Should any other matters, which do not have a material
effect on the business of the Company, properly come before the Meeting, the
Shares represented by the proxies solicited hereby will be voted on those
matters in accordance with the best judgment of the persons voting such
proxies.
Additional
Information
Additional
information relating to the Company is available on SEDAR at
www.sedar.com. The Company’s financial information is provided in its
comparative financial statements and management’s discussion and analysis
(“MD&A”) for the
most recently completed financial year. Copies of the financial
statements and MD&A are available upon request to the Controller or the
Secretary of the Company at 1500 – 625 Howe Street, Vancouver, British Columbia,
Canada, V6C 2T6.
Copies
of the above documents will be provided free of charge to shareholders of the
Company. The Company may require the payment of a reasonable charge
from any person or Company who is not a shareholder of the Company and who
requests a copy of any such document.
Approval
of this Circular
The
contents of this Information Circular have been approved by the directors of the
Company and its mailing has been authorized by the directors of the Company
pursuant to resolutions passed as at March 5, 2009.
DATED
at Vancouver, British Columbia, this 7th day of
April, 2009.
|
BY
ORDER OF THE BOARD
|
|
|
|
/s/
ROBERT PIROOZ
|
|
|
|
Robert
Pirooz,
|
|
General
Counsel and Secretary
|
APPENDIX
“A”
CORPORATE
GOVERNANCE DISCLOSURE OF
PAN
AMERICAN SILVER CORP.
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate
Governance Practices
|
Comments |
1. Board of
Directors
|
|
(a)
Disclose the identity
of directors who are independent.
|
The
following members of the board of directors (the “Board”) of Pan American
Silver Corp. (the “Company”) proposed for nomination as directors are
considered to be “independent”, within the meaning of the Corporate
Governance Disclosure Rules:
William
A. Fleckenstein – independent
Michael
Larson – independent
Michael
J.J. Maloney – independent
David
C. Press – independent
Walter
T. Segsworth - independent
Paul
B. Sweeney – independent
|
(b)
Disclose the identity
of directors who are not independent, and describe the basis for that
determination.
|
§ |
Ross
J. Beaty – not independent – member of the executive of the Company from
1994 to 2006
|
|
§
|
Geoffrey
A. Burns – not independent – current President and Chief Executive Officer
of the
Company
|
|
§
|
Robert
Pirooz – not independent – current General Counsel and Secretary of the
Company
|
(c)
Disclose whether or
not a majority of directors are independent. If a majority of directors
are not independent, describe what the Board does to facilitate its
exercise of independent judgment in carrying out its
responsibilities.
|
A
majority of the Company’s directors are independent - Six of the nine
persons nominated as directors qualify as independent directors for the
purposes of the Corporate Governance Disclosure Rules and the Nasdaq
rules. |
(d)
If a director is
presently a director of any other issuer that is a reporting issuer (or
the equivalent) in the same jurisdiction or a foreign jurisdiction,
identify both the director and the other
issuer.
|
§
|
Ross Beaty – member of the board of directors and
Co-Chairman of Western Copper Corp. Chair and member of the board of
directors of Lumina Copper Corp. |
|
§
|
Michael Larson – member of the board of trustees of Western
Asset/Claymore US Treasury Inflation Protected Securities Fund and Western
Asset/Claymore US Treasury Inflation Protected Securities Fund
(II).
|
|
§
|
Robert Pirooz – member of the board of directors of Lumina
Copper Corp., and Rodinia Minerals Inc.
|
|
§
|
Walter T. Segsworth – member of the board of directors of
Great Basin Gold Ltd. and Chairman of the board of Plutonic Power
Corporation.
|
|
§
|
Paul Sweeney – member of the board of directors of Newgold
Inc., Pacific Rim Mining Corp. and Polaris Minerals
Corporation.
|
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate Governance Practices
|
Comments
|
(e)
Disclose whether or
not the independent directors hold regularly scheduled meetings at which
non-independent directors and members of management are not in attendance.
If the independent directors hold such meetings, disclose the number of
meetings held since the beginning of the issuer’s most recently completed
financial year. If the independent directors do not hold such meetings,
describe what the Board does to facilitate open and candid discussion
among its independent directors.
|
At the beginning of each regularly
scheduled board of directors meeting, the independent members of the Board
hold in camera meetings at which non-independent directors and members of
management are not in attendance.
|
(f)
Disclose whether or
not the chair of the Board is an independent director. If the Board has a
chair or lead director who is an independent director, disclose the
identity of the independent chair or lead director, and describe his or
her role and responsibilities. If the Board has neither a chair that is
independent nor a lead director that is independent, describe what the
Board does to provide leadership for its independent
directors.
|
Ross J. Beaty is the Chair of the
Board and is not independent. William Fleckenstein, an
independent director, has been appointed lead
director.
The Board has adopted a position
description for the lead director, which was recommended for adoption by
the Board by the Nominating and Governance Committee. The lead director’s
primary responsibility is to ensure that the Board functions independent
of management and to act as principal liaison between the independent
directors and the Chief Executive Officer. The “Mandate of the
Lead Director” was attached as Schedule “A” to the Company’s 2006
Information Circular and filed on SEDAR. The lead director
holds in camera meetings at each Board meeting with all independent
directors and then reports to the Board or makes
demands.
|
(g)
Disclose the
attendance record of each director for all Board meetings held since the
beginning of the issuer’s most recently completed financial
year.
|
For the financial year ended
December 31, 2008, the Board held 10 Board meetings. The
attendance records of each of the directors for the most recently
completed financial year are set out on page 12 of the Information
Circular.
|
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate
Governance Practices
|
Comments
|
2.
Board
Mandate
|
|
Disclose the text of the Board’s
written mandate. If the Board does not have a written mandate, describe
how the Board delineates its role and
responsibilities.
|
The Board has adopted a formal
written mandate which defines its stewardship responsibilities. The terms of the Board of
Directors Mandate are attached hereto as Schedule
“A”.
|
3.
Position
Descriptions
|
|
(a)
Disclose whether or
not the Board has developed written position descriptions for the chair
and the chair of each Board committee. If the Board has not developed
written position descriptions for the chair and/or the chair of each Board
committee, briefly describe how the Board delineates the role and
responsibilities of each such position.
|
The
Board has adopted a written position description for the chair of the
Board, titled “Mandate of the Chairman of the Board” which was attached as
Schedule “C” to the Company’s 2006 Information Circular and filed on
SEDAR.
As
the Chairman of the Board is not independent, a lead director has been
appointed and given a mandate (see 1(f) above).
The chair of each committee has
been provided with a mandate for the committee and has accepted leadership
responsibilities for ensuring fulfilment of the applicable mandate. Each
chair is sufficiently skilled through education and experience to lead the
respective committee.
|
(b)
Disclose whether or
not the Board and Chief Executive Officer have developed a written
position description for the Chief Executive Officer. If the Board and
Chief Executive Officer have not developed such a position description,
briefly describe how the Board delineates the role and responsibilities of
the Chief Executive Officer.
|
The
Board has adopted a written position description for the chief executive
officer, titled “Mandate of the Chief Executive Officer” which was
attached as Schedule “D” to the Company’s 2006 Information Circular and
filed on SEDAR.
|
4. Orientation and Continuing
Education
|
|
(a)
Briefly describe what
measures the Board takes to orient new directors regarding (i) the role of the Board, its
committees and its directors, and (ii) the nature and operation of the
issuer’s business.
|
Each
new director, on joining the Board, is given an outline of the nature of
the Company’s business, its corporate strategy, current issues within the
Company, the expectations of the Company concerning input from directors
and the general responsibilities of the Company’s
directors. Each new director is given a board manual which
includes all Board policies and mandates. New directors are required to
meet with management of the Company to discuss and better understand the
business of the Company and will be advised by counsel to the Company of
their legal obligations as directors of the Company. Directors
have been and will continue to be given tours of the Company’s mines and
development sites to give such directors additional insight into the
Company’s
business.
|
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate
Governance Practices
|
Comments
|
(b)
Briefly describe what
measures, if any, the Board takes to provide continuing education for its
directors. If the Board does not provide continuing education, describe
how the Board ensures that its directors maintain the skill and knowledge
necessary to meet their obligations as directors.
|
Directors
have been and will continue to be given tours of the Company’s silver
mines and development sites to give such directors additional insight into
the Company’s business.
In addition, the General
Counsel of the Company has the responsibility of circulating to the Board
members new and evolving corporate governance developments applicable to
directors of public companies with respect to their conduct, duties and
responsibilities.
|
5. Ethical Business
Conduct
|
|
(a)
Disclose whether or
not the Board has adopted a written code for the directors, officers and
employees. If the Board has adopted a written code: (i) disclose how a person or company
may obtain a copy of the code; (ii) describe how the Board monitors
compliance with its code, or if the Board does not monitor compliance,
explain whether and how the Board satisfies itself regarding compliance
with its code; and (iii) provide a cross-reference to any
material change report filed since the beginning of the issuer’s most
recently completed financial year that pertains to any conduct of a
director or executive officer that constitutes a departure from the
code.
|
As
part of its stewardship responsibilities, the Board has approved a formal
“Code of Ethical Conduct” (the “Code”) that is designed to deter
wrong-doing and to promote honest and ethical conduct and full, accurate
and timely disclosure. The Code is applicable to all the
Company’s directors, officers and employees. The Board monitors
compliance with the Code and is responsible for the granting of any
waivers from these standards to directors or executive
officers. Disclosure will be made by the Company of any waiver
from these standards granted to the Company’s directors or executive
officers in the Company’s quarterly report that immediately follows the
grant of such waiver.
There
has been no conduct of a director or executive officer that constitutes a
departure from the Code, and no material change report in that respect has
been filed.
|
(b)
Describe any steps
the Board takes to ensure directors exercise independent judgment in
considering transactions and agreements in respect of which a director or
executive officer has a material interest.
|
Directors must disclose to the
General Counsel any instances in which they perceive they have a material
interest in any matter being considered by the Board; and if it is
determined there is a conflict of interest, or that a material interest is
held, the conflict must be disclosed to the Board. In addition, the
interested Board member must refrain from voting and exit the meeting
while the transaction at issue is being considered by the
Board.
|
(c)
Describe any other
steps the Board takes to encourage and promote a culture of ethical
business conduct.
|
The Company’s Nominating and
Governance Committee is responsible for setting the standards of business
conduct contained in the Code and for overseeing and monitoring compliance
with the Code. The Code also sets out mechanisms for the reporting of
unethical conduct.
The Board sets the tone for
ethical conduct throughout the Company by considering and discussing
ethical considerations when reviewing the corporate transactions of the
Company.
|
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate
Governance Practices
|
Comments
|
6. Nomination of
Directors
|
|
(a)
Describe the
process by which the Board identifies
new candidates for Board nomination.
(b)
Disclose whether or
not the Board has a nominating committee composed entirely of independent
directors. If the Board does not have a nominating committee composed
entirely of independent directors, describe what steps the Board takes to
encourage an objective nomination process.
(c)
If the Board has a
nominating committee, describe the responsibilities, powers and operation
of the nominating committee.
|
All
members of the Board are tasked with recommending individuals they believe
are suitable candidates for the Board. The Nominating and Governance
Committee identifies, reviews the qualifications of and recommends to the
Board possible nominees for election or re-election to the Board at each
annual general meeting of the Company and identifies, reviews the
qualifications of and recommends to the Board possible candidates to fill
vacancies on the Board between annual general meetings. The
Nominating and Governance Committee also annually reviews and makes
recommendations to the Board with respect to the composition of the
Board.
All
members of the Nominating and Governance Committee are outside,
non-management and independent directors in accordance with the Corporate
Governance Disclosure Rules and the Nasdaq Rules.
The
Nominating and Governance Committee oversees the effective functioning of
the Board and annually reviews and makes recommendations to the Board with
respect to: (i) the composition of the Board; (ii) the appropriateness of
the committees of the Board, their mandates and responsibilities and the
allocation of directors to such committees; and (iii) the appropriateness
of the terms of the mandate and responsibilities of the
Board.
|
7. Compensation
|
|
(a)
Describe the process
by which the Board determines the compensation for the issuer’s directors
and officers.
(b)
Disclose whether or
not the Board has a compensation committee composed entirely of
independent directors. If the Board does not have a compensation committee
composed entirely of independent directors, describe what steps the Board
takes to ensure an objective process for determining such
compensation.
(c)
If the Board has a
compensation committee, describe the responsibilities, powers and
operation of the compensation committee.
(d)
If a compensation
consultant or advisor has, at any time since the beginning of the issuer’s
most recently completed financial year, been retained to assist in
determining compensation for any of the issuer’s directors and officers,
disclose the identity of the consultant or advisor and briefly summarize
the mandate for which they have been retained. If the consultant or
advisor has been retained to perform any other work for the issuer, state
that fact and briefly describe the nature of the
work.
|
The
Company’s Chief Executive Officer, Vice President of Human Resources and
the Compensation Committee reviews overall compensation policies, compares
them to the overall industry, and makes recommendations to the Board on
the compensation of executive officers.
The
Compensation Committee is comprised of three directors, each of whom is an
independent director for the purposes of the Corporate Governance
Disclosure Rules and the Nasdaq rules. The Chairman of the
Compensation Committee is Michael J. J. Maloney.
The
Compensation Committee determines the salary and benefits of the executive
officers of the Company, determines the general compensation structure,
policies and programs of the Company, administers the Company’s Annual
Incentive Plan, Long-Term Incentive Plan and Stock Option and Stock Bonus
Plan, and delivers an annual report to shareholders on executive
compensation.
In
addition, the Compensation Committee reviews and makes recommendations to
the Board for approval with respect to the annual and long term corporate
goals and objectives relevant to determining the compensation of the
President and Chief Executive Officer.
|
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate
Governance Practices
|
Comments
|
8.
Other Board
Committees
|
|
If the Board has standing
committees other than the audit, compensation and nominating committees,
identify the committees and describe their
function.
|
The
Board also has a Health, Safety and Environment Committee which consists
of three directors. The Company recognizes that proper care of
the environment is integral to its existence, its employees, the
communities in which it operates and all of its operations. The
Health, Safety and Environment Committee ensures that an audit is made of
all construction, remediation and active mines. The results of such audits
are reported to the Health, Safety and Environment Committee as is the
progress on any significant remediation efforts. The Health, Safety and
Environment Committee ensures that strict policies with respect to the
health and safety of its employees are in place at each of its operations
and that such policies are enforced.
|
9.
Assessments
Disclose whether or
not the board, its committees and individual directors are regularly
assessed with respect to their effectiveness and contribution. If
assessments are regularly conducted, describe the process used for the
assessments. If assessments are not regularly conducted, describe how the
board satisfies itself that the board, its committees, and its individual
directors are performing effectively.
|
The
Chief Executive Officer is assessed each year on the basis of the
objectives set out by the Board for that position, the Chief Executive
Officer’s individual performance throughout the year and that individual’s
ability to execute on long-term strategy. The Chief Executive Officer is
assessed first by the Compensation Committee and then by the Board as a
whole.
The
Board has also appointed a Nominating and Governance Committee, which
proposes and makes recommendations to the Board with respect to: (i) the
composition of the Board; (ii) the appropriateness of the committees of
the Board, their mandates and responsibilities and the allocation of
directors to such committees; and (iii) the appropriateness of the terms
of the mandate and responsibilities of the Board. During 2005, the
Nominating and Governance Committee, in consultation with the entire
Board, undertook to formally establish the roles and responsibilities of
each of the Lead Director, the Chairman of the Board and the Chief
Executive Officer and determine against what criteria each such position
should be assessed.
|
Governance Disclosure Guidelines
under
National Instrument 58-101
Disclosure of
Corporate
Governance Practices
|
Comments
|
|
In
2006, the Nominating and Governance Committee developed a process to
assess the Board as a whole and the committees of the
Board. The performance assessment of the Board and each
Committee of the Board is based on information and feedback obtained from
director evaluation questionnaires provided to each
director. Each director is asked to complete and return the
assessment questionnaire to the Lead Director on a confidential
basis. The Lead director may discuss the completed
questionnaires with individual directors where clarification is
required. The evaluation process focuses on Board and committee
performance, and also asks for peer feedback and suggestions or comments
regarding the performance of the Chair of each committee and the Lead
Director. The Lead Director reports the results of the
performance assessments to the Board.
The
Board and the Nominating and Governance Committee have formally assessed
the effectiveness of each member of the Board, and have determined that
each Board member is significantly qualified through their current or
previous professions. Each member fully participates in each
meeting having in all cases been specifically canvassed for their
input.
|
SCHEDULE
“A”
PAN
AMERICAN SILVER CORP.
(the
“Company”)
BOARD
OF DIRECTORS MANDATE
STEWARDSHIP
RESPONSIBILITY
A.
|
Subject
to the Memorandum and Articles of the Company and applicable law, the
Board of Directors of the Company (the “Board”) has a responsibility for
the stewardship of the Company, including the responsibility
to:
|
|
(i)
|
supervise
the management of and oversee the conduct of business of the
Company;
|
|
(ii)
|
provide
leadership and direction to
management;
|
|
(iii)
|
evaluate
management;
|
|
(iv)
|
set
policies appropriate for the business of the Company;
and
|
|
(v)
|
approve
corporate strategies and goals.
|
BOARD
COMPOSITION AND MEETINGS
A.
|
A
majority of the Board shall be unrelated to the
Company.
|
For
the purposes of this Mandate, an “unrelated director” means a director who is
independent of the management of the Company and is free from any interest and
any business or other relationship which could, or could reasonably be perceived
to, materially interfere with the director’s ability to act with a view to the
best interests of the Company, other than interests and relationships arising
from shareholdings.
B.
|
The
directors will be elected each year by the shareholders of the Company at
the annual general meeting of shareholders. The Nominating and
Governance Committee will recommend to the full Board nominees for
election to the Board and the Board will propose a slate of nominees to
the shareholders for election as directors for the ensuing
year.
|
C.
|
Immediately
following each annual general meeting, the Board
shall:
|
|
(i)
|
elect
a Chairman of the Board and, when desirable, a lead director of the Board,
and establish their duties and
responsibilities;
|
|
(ii)
|
appoint
the President and Chief Executive Officer of the Company and establish
their duties and responsibilities;
|
|
(iii)
|
on
the recommendation of the Chief Executive Officer, appoint the senior
officers of the Company and approve the senior management structure of the
Company;
|
|
(iv)
|
appoint
a nominating and governance committee, an audit committee, a compensation
committee and a health, safety and environment committee;
and
|
|
(v)
|
approve
the mandate, duties and responsibilities of each committee of the board of
directors;
|
D.
|
The
Board shall be responsible for monitoring the performance of the President
and Chief Executive Officer, and for determining the compensation of the
President and Chief Executive
Officer.
|
E.
|
From
time to time, the Board may appoint special committees to assist the Board
in connection with specific
matters.
|
F.
|
The
Board shall meet not less than four times during each year and will
endeavour to hold one meeting in each financial quarter. The Board will
also meet at any other time at the call of the Chairman of the Board or,
subject to the Memorandum and Articles of the Company, of any
director.
|
POSITION
DESCRIPTIONS
A.
|
The
Board will ensure the Company has management of the highest
calibre. This responsibility is carried out primarily
by:
|
|
(i)
|
appointing
the President as the Company’s business leader and developing criteria and
objectives against which the Board will assess, on an ongoing basis, the
President’s performance;
|
|
(ii)
|
developing
position descriptions for the Chairman of the Board and the chair of each
board committee and, with the Chief Executive Officer, developing position
descriptions for the President and Chief Executive Officer, and regularly
assessing those appointed individuals against such descriptions;
and
|
|
(iii)
|
developing
and approving corporate objectives which the Chief Executive Officer is
responsible for meeting, and assessing the Chief Executive Officer against
these objectives.
|
B.
|
A
principal responsibility of the Chairman of the Board will be to manage
and act as the chief administrative officer of the Board with such duties
and responsibilities as the Board may establish from time to time. The
Chairman of the Board need not be independent of
management.
|
C.
|
The
principal duties and responsibilities of the lead director will be as
established by the Board from time to time. The lead director will be
independent of management.
|
D.
|
The
Board will ensure that proper limits are placed on management’s
authority.
|
STRATEGIC
PLANNING PROCESS AND RISK MANAGEMENT SYSTEM
A.
|
The
Board is responsible for adopting, supervising and providing guidance on
the strategic planning process and approving a strategic plan which takes
into account, among other things, the opportunities and risks of the
Company’s business.
|
B.
|
The
President and senior management team will have direct responsibility for
the ongoing strategic planning process and the establishment of long term
goals for the Company, which are to be reviewed and approved not less than
annually by the Board.
|
C.
|
The
Board will have a continuing understanding of the principal risks
associated with the business, largely through continuous communication
with management. The Board will ensure the implementation of appropriate
systems to manage any such risks.
|
D.
|
The
Board will provide guidance to the President and senior management team
with respect to the Company’s ongoing strategic plan. The Board
is responsible for monitoring the success of management in implementing
the approved strategies and goals.
|
INTERNAL
CONTROLS AND MANAGEMENT INFORMATION SYSTEMS
A.
|
Through
the President and Chief Executive Officer, management will establish
systems to ensure that appropriate and responsible levels of internal
controls are in place for the Company. The confidence of the Board in the
ability and integrity of management is the paramount control
mechanism.
|
COMMUNICATIONS
POLICY
A.
|
The
Board will monitor and review annually the policies and procedures that
are in place to provide for effective communication by the Company with
its shareholders and with the public generally,
including:
|
|
(i)
|
effective
means to enable shareholders to communicate with senior management and the
Board; and
|
|
(ii)
|
effective
channels by which the Company will interact with analysts and the
public.
|
B.
|
The
Board will approve the content of the Company’s major communications to
shareholders and the investing public, including interim and annual
reports, the Management Information Circular, the Annual Information Form,
any prospectuses that may be issued and significant press
releases.
|
C.
|
The
Board will maintain a Corporate Disclosure Policy which summarizes its
policies and practices regarding disclosure of material information to
investors, analysts and the media.
|
SUCCESSION
PLANNING
A.
|
The
Board will keep in place, and review regularly, adequate and effective
succession plans for the Chairman, President and senior management
personnel (including appointing, training and monitoring senior
management).
|
BOARD
INDEPENDENCE
A.
|
The
Board will provide for the independent functioning of the Board. The Board
will implement appropriate structures and procedures to ensure that the
Board can function independently of management at such times as is
desirable or necessary through:
|
|
(i)
|
the
recruitment of strong, independent directors, who shall compose a majority
of the Board;
|
|
(ii)
|
the
appointment of a committee of directors independent of
management;
|
|
(iii)
|
the
appointment of a lead director who is not a member of management;
and
|
|
(iv)
|
the
institution of regular meetings of independent directors at every
quarterly Board meeting, without the presence of management and which is
chaired by the lead director.
|
B.
|
All
directors will have open access to the Company’s senior
management.
|
C.
|
The
Board encourages individual directors to make themselves available for
consultation with management outside Board meetings in order to provide
specific advice and counsel on subjects where such directors have special
knowledge and experience.
|
NEW
DIRECTOR ORIENTATION AND CONTINUING EDUCATION
A.
|
The
Nominating and Governance Committee, in conjunction with the Chairman and
President, is responsible for ensuring that new directors are provided
with an orientation and education
program.
|
B.
|
The
details of the orientation of each new director will be tailored to that
director’s individual needs and areas of
interest.
|
C.
|
The
Board will assist the Nominating and Governance Committee in establishing
and maintaining an ongoing director education
program.
|
GENERAL
OBLIGATIONS
A.
|
Approve
all capital plans and establish priorities for the allocation of funds to
ongoing operations and capital
projects.
|
B.
|
Approve
all single expenditure items proposed by the Company exceeding $2,000,000
not provided for in any approved capital
plan.
|
C.
|
Approve
any policy for hedging and forward sales of silver and/or base
metals.
|
D.
|
Approve
any policy for management of foreign currency
risk.
|
E.
|
Approve
the annual budget.
|
F.
|
Attend,
prepare for and be actively involved in regular Board meetings and, if
applicable, Board committee
meetings.
|
G.
|
Develop
the Company’s approach to corporate governance, including developing a set
of corporate governance principles and guidelines that are specifically
applicable to the Company.
|
H.
|
Adopt
and monitor, through the Nominating and Governance Committee, a formal
code of business ethics that will govern the behaviour of directors,
officers and employees of the Company, and, in appropriate circumstances,
grant waivers from such code of business
conduct.
|
INDEPENDENT
ADVISORS
A.
|
The
Board and any committees may at any time retain outside financial, legal
or other advisors at the expense of the Company. Any director may, subject
to the approval of the Chairman of the Board, retain an outside advisor at
the expense of the Company.
|
Suite
1500 – 625 Howe Street
Vancouver,
B.C.
Canada V6C
2T6
Tel :
604.684.1175
Fax :
604.684.0147
www.panamericansilver.com
Document 2
PAN
AMERICAN SILVER CORP
|
Security
Class
|
|
|
|
Holder
Account Number
|
Form
of Proxy - Annual General Meeting to be held on May 12, 2009
This
Form of Proxy is solicited by and on behalf of Management.
Notes
to proxy
1.
|
Every
holder has the right to appoint some other person or company of their
choice, who need not be a holder, to attend and act on their behalf at the
meeting. If you wish to appoint a person or company other than the persons
whose names are printed herein, please insert the name of your chosen
proxyholder in the space provided (see reverse).
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2.
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If
the securities are registered in the name of more than one owner (for
example, joint ownership, trustees, executors, etc.), then all those
registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you must sign this proxy with signing
capacity stated, and you may be required to provide documentation
evidencing your power to sign this proxy.
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3.
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This
proxy should be signed in the exact manner as the name(s) appear(s) on the
proxy.
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4.
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If
this proxy is not dated, it will be deemed to bear the date on which it is
mailed by Management to the holder.
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5.
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The
securities represented by this proxy will be voted as directed by the
holder, however, if such a direction is not made in respect of any matter,
this proxy will be voted as recommended by Management.
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6.
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The
securities represented by this proxy will be voted in favour or
withheld from voting or voted against eachof the matters described herein,
as applicable, in accordance with the instructions of the holder, on any
ballot that may be called for and, if the holder has specified a choice
with respect to any matter to be acted on, the securities will be voted
accordingly.
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7.
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This
proxy confers discretionary authority in respect of amendments or
variations to matters identified in the Notice of Meeting or other matters
that may properly come before the meeting or any adjournment or
postponement thereof.
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8.
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This
proxy should be read in conjunction with the accompanying documentation
provided by Management.
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Proxies
submitted must be received by 2:00 pm (Vancouver time) on Friday May 8,
2009.
VOTE
USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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• Call the number listed BELOW from
a touch tone
telephone.
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• Go to the following web
site:
www.investorvote.com
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1-866-732-VOTE (8683) Toll Free
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If you vote by telephone or the
Internet, DO NOT mail back this proxy.
Voting by mail
may be the only method for
securities held in the name of a corporation or securities being voted on behalf
of another individual.
Voting by mail or by
Internet are the only
methods by which a holder may appoint a person as proxyholder other than the
Management nominees named on the reverse of this proxy. Instead of mailing this
proxy, you may choose one of the two voting methods outlined above to vote this
proxy.
To vote by telephone or the Internet,
you will need to provide your CONTROL NUMBER, HOLDER ACCOUNT NUMBER and ACCESS
NUMBER listed below.
CONTROL
NUMBER
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HOLDER ACCOUNT
NUMBER
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ACCESS
NUMBER
24FE09041.E.SEDAR/000001/000001/1
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Appointment of
Proxyholder
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We, being holder(s) of Pan
American Silver Corp. hereby appoint: Geoffrey A. Burns,
or failing this
person, Robert P. Pirooz,
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OR
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Print the name of the person
you are appointing if this person is someone other than the Management
Nominees listed herein. |
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as my/our
proxyholder with full power of substitution and to
vote in accordance with the following direction (or if no directions have been
given, as the proxyholder sees fit) and all other matters that may
properly come before the Annual General Meeting of Pan
American Silver Corp. (the "Corporation") to be held at the Metropolitan
Hotel, 645 Howe Street, Vancouver, British Columbia on
Tuesday, May 12, 2009 at 2:00 p.m. (Vancouver time) and at any adjournment
thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY
HIGHLIGHTED
TEXT OVER THE BOXES.
1. Election of
Directors
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For
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Withhold
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For
|
Withhold
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For
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Withhold
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01. Ross J.
Beaty
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o
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02. Geoffrey A.
Burns
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03. Robert P.
Pirooz
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04. William A.
Fleckenstein
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05. Michael J.J.
Maloney
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06. Michael
Larson
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07. Paul B.
Sweeney
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08. David C.
Press
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09. Walter T.
Segsworth |
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2. Appointment of
Auditors
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For
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Withhold
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Reappointment
of Deloitte
& Touche
LLP as Auditors
of the Company.
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3. Fixing
of Remuneration
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For
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Against
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To
authorize the Directors to fix the Auditors'
remuneration.
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Authorized Signature(s) - This
section must be completed for your instructions to be
executed.
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Signature(s)
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Date
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I/We
authorize
you to act
in accordance with my/our instructions set out above. I/We hereby revoke
any proxy previously given with respect to the Meeting. If
no voting instructions are indicated above, this Proxy will be voted as
recommended by Management.
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DD / MM / YY
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Interim
Financial Statements
- Mark this box if you would like to receive interim financial statements
and accompanying
Management’s Discussion and Analysis by mail.
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![](pan6k40.jpg) |
Annual
Financial Statements - Mark this box if you would like to receive
the Annual Financial Statements and
accompanying
Management’s Discussion and Analysis by
mail.
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![](pan6k40.jpg) |
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If you
are not mailing back your proxy, you may register online to receive the above
financial report(s) by mail at www.computershare.com/mailinglist.
■ |
0 5 9 0 9 7 |
A R 1
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P A A Q
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+ |
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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PAN AMERICAN SILVER
CORP
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(Registrant)
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Date:
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April
14, 2009
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By:
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/s/
Robert Pirooz
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Name: Robert
Pirooz
Title: General Counsel, Secretary and
Director
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