SPENCER STUART 2005 BOARD INDEX

In February 2006, Spencer Stuart published their 10th annual Canadian Spencer Stuart Board Index (CSSBI). The index is compiled through an analysis of proxy circulars of the 100 largest publicly held companies in Canada - all with revenues over $1 billion. Here are some of the findings from this years survey results:

• Average board size is 11.9 directors.

• 77% of all directors at CSSBI 100 companies are independent compared to 80% in the US

• The Board Chair role is split from the CEO role in 84% of Canadian companies surveyed - an increase of 24% over the past 5 years. In the US, 34% of companies separate Chair and CEO roles, up 9% over 5 years.

• On average Canadian and US companies have 4.2 - 4.3 committees per Board.

• The average number of women on CSSBI boards declined to 1.5 women per board.

• Canadian boards met an average of 9.4 times in 2005 versus 8 times in the US.

• 87% of surveyed companies met without management directors AT EVERY BOARD MEETING.

• Board Chairs sit on 4.6 other boards. CEO's sit on 3.9 other boards. This is a decrease of 28% for both from year ago.

• 100% of Boards evaluate their CEO. 72% evaluate the board Chair. 92% evaluate the entire board.

• Average total compensation for non-executive directors is $79,226, up 9% from year ago.

• Utililites sector companies offer the highest director retainers at $80,000. Consumer products companies offer the lowest director retainers at $29,167.

• Only 26% of surveyed companies grant stock options to directors, declining 25% from 2004. In the US 58% of comparable companies offer options to directors down 7%.

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