bcIMC’s Approach to Compensation

Jennifer CoulsonManager, Shareholder Engagement

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The Numbers

24%

25%25%

16%

11%

# of Issues VotedAudit BoardCompensation Shareholder RightsOther

Based on voting in all markets at meetings held between Jan – June 2013

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Where do we Stand?

For42%

Against58%

Voting Record on Compensation Items

Based on 1,594 ballot items voted internationally between Jan – June 2013

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Most Common Reasons for ‘No’ Votes

• pay for performance disconnect (Talisman)• Talisman

• poor disclosure (Agnico-Eagle)• excessive pay levels or contractual arrangements (Starbucks, Coca-Cola)• targeting above median (Barrick) • narrow or duplicative metrics• discretionary or retention awards (Google)• excessive reliance on stock options (TransCanada)• environmental & social targets (CP Rail)

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Encouraging Signs of Investor Influence

• Glencore/Xstrata merger compensation arrangements rejected and delayed the merger itself

• companies significantly increasing outreach efforts either proactively or after low support levels

• focus on compensation issues in proxy battles such as Agrium and Hess Corp.

• “shareholder spring” of 2012

• Barrick Gold pay revolt with 85% of shareholders saying ‘nay’ on pay