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- It depends how the issuer structures its director compensation. Some issuers have adopted a flat fee arrangement, others, such as our company, pay an annual retainer for the Board and each committee, as well as per meeting fees. In our case, two-day meeting would be out of the ordinary. It has happened in the past however. When the meeting begins on one day, is adjourned, and continues the following day, and is minuted that way, the fee payable to the directors is for a single meeting. So the directors participating would receive only one meeting fee. If the meetings were called as separate meetings and minuted that way, then an attendance fee would be paid for each meeting.
- In our case the answer is yes since there is an attendance fee for the Board, and one for each committee meeting.
- This has rarely occurred in our case, and in the few cases where it did happen, the director was not compensated. If it happened on a regular basis, I would expect that it might be taken into account when directors’ compensation came up for its annual review and it is conceivable that an attendance fee would become payable in such cases, but likely only for meetings taking place after the remuneration policy was changed.
Large Publicly traded, TSX, NYSE
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