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Board Games 2016 How director compensation is changing at five Canadian companies

A man walks by an RBC sign in Toronto's financial district on Nov. 24, 2016.

Mark Blinch/The Globe and Mail

Board Games 2016: Additional tables on company and director diversity and a full report card are available for purchase.

Canadian National Railway: Flat fee changeover

CN Rail adopted a new all-inclusive retainer in 2015, paying directors $35,000 (U.S.) a year in cash and $200,000 in share grants, but no longer paying meeting attendance fees. Under the new system, total pay averaged $378,363* (Canadian) a director in 2015, up 22 per cent from $311,303 in 2014. (CN pays directors in U.S. dollars but reports compensation in Canadian dollars, and said pay rose 6.5 per cent in constant U.S. dollars.) CN said retainers were raised "given that they now apply regardless of the number of meetings attended by the directors"

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Royal Bank of Canada: Raising the retainer

The bank adopted a flat-fee pay structure in 2010, paying a retainer of $185,000 in 2011 to cover all of a director's work during the year. There are no extra fees for attending meetings or sitting on committees, although committee chairmen get extra pay. The bank increased the retainer to $210,000 in 2014 and to $250,000 in 2016, for an increase of 35 per cent since 2011, citing growing responsibilities, greater time demands and the need to recruit internationally.

Goldcorp: Cutting director pay

In recent years, Goldcorp Inc. has made changes to temper its pay levels after total pay per director climbed 21 per cent to an average of $319,000* (U.S.) in 2015 from $264,000 in 2013. In 2015, the board introduced a cap on its annual grant of restricted share units, and in 2016 it switched from paying directors in U.S. dollars to paying the same face amount in Canadian dollars, representing a 28-per-cent pay cut based on the average exchange rate in 2015. The company said the changes align directors with shareholders.

Valeant Pharmaceuticals: Big fees but not for big shareholders

The troubled drug maker has never shied away from big pay packages, and pay for board members is no exception. Directors receive an annual cash retainer of $75,000 (U.S.), share units worth $375,000, and additional fees for sitting on board committees for total average pay of $490,000* per director in 2015. Total pay climbed significantly after Valeant merged with Biovail in 2010, with Biovail's premerger cash retainer set at $50,000 plus share units worth $110,000. Bill Ackman and Stephen Fraidin from Pershing Square Capital Management LP, Valeant's largest shareholder, opted to take no pay as directors after joining the board in 2016.

Open Text: Discretionary pay

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Open Text Corp. pays its directors $50,000 (Canadian) a year in cash, but also provides a discretionary annual grant of share units. The company's shareholder proxy circular does not disclose the amount of the discretionary award in 2016. Instead, the compensation disclosure shows the total value of all equity awards, including cash fees that directors opted to take in share units. Total pay averaged $329,000* a director in fiscal 2016 ended June 30, up 12 per cent from $293,000 in 2015.

*Excluding board chairman, lead director and directors who didn't serve the full year.

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