FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MARCH 2001
QUEBECOR WORLD INC.
(FORMERLY KNOWN AS QUEBECOR PRINTING INC.)
(Name of Registrant)
612 St. Jacques Street, Montreal, Canada, H3C 4M8
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.]
Form 20-F ____________ Form 40-F __X_________
[INDICATE BY CHECK MARK WHETHER THE REGISTRANT BY FURNISHING THE INFORMATION
CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION TO THE
COMMISSION PURSUANT TO RULE 12g 3-2(b) UNDER THE SECURITIES EXCHANGE ACT OF
1934.]
Yes ____________ No __X_________
[IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO THE REGISTRANT
IN CONNECTION WITH RULE 12g 3-2(b): 82-____________.]
Notice of Annual and Special Meeting of Shareholders and
Management Proxy Circular
of
QUEBECOR WORLD INC.
Filed in this Form 6-K
Documents index:
1. Notice of Annual and Special Meeting of Shareholders and Management Proxy
Circular;
2. Proxy form for Shareholders;
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[QUEBECOR WORLD LOGO]
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of the holders of
Multiple Voting Shares and Subordinate Voting Shares of Quebecor World Inc. (the
"Corporation") will be held at the Hotel Windsor, 1170 Peel Street, Montreal,
Quebec, Canada on Wednesday, April 4, 2001 at 10:00 a.m. (the "Meeting"), for
the purposes of:
1. receiving the consolidated financial statements of the Corporation for the
year ended December 31, 2000 and the Auditors' Report thereon;
2. electing Directors;
3. considering and, if deemed appropriate, adopting a resolution to adopt the
Quebecor World USA Employee Stock Purchase Plan;
4. appointing Auditors and authorizing the Board of Directors to determine
their remuneration; and
5. transacting such other business as may properly be brought before the
Meeting.
Enclosed is a copy of the 2000 Annual Report of the Corporation including the
consolidated financial statements and the Auditors' Report thereon, together
with the Management Proxy Circular of the Corporation and a form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Marie D. Hlavaty
Marie D. Hlavaty
Vice President, General Counsel and
Secretary
Montreal, Canada
March 1, 2001
------------------------------------
IMPORTANT
Shareholders registered at the close of business on February 16, 2001 are
entitled to receive notice of the Meeting. SHAREHOLDERS WHO ARE UNABLE TO ATTEND
THE MEETING IN PERSON ARE URGED TO COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY
AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED FOR THAT PURPOSE. To be
valid, proxies must be received at the secretary's office of the Corporation,
612 St. Jacques Street, Montreal, Quebec, Canada, H3C 4M8, or c/o Montreal Trust
Company, Stock Transfer Services, P.O. Box 1900, Succ. B, Montreal, Quebec,
Canada, H3B 3L6 no later than April 2, 2001 at 5:00 p.m.
------------------------------------
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MANAGEMENT PROXY CIRCULAR
[QUEBEC WORLD INC. LOGO]
612 St. Jacques Street
Montreal, Quebec
Canada
H3C 4M8
SOLICITATION OF PROXIES
THIS MANAGEMENT PROXY CIRCULAR (THE "CIRCULAR") IS FURNISHED IN CONNECTION
WITH THE SOLICITATION BY THE MANAGEMENT OF QUEBECOR WORLD INC. (THE
"CORPORATION") OF PROXIES FOR USE AT THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS OF THE CORPORATION TO BE HELD ON WEDNESDAY, APRIL 4, 2001 (THE
"MEETING") AT THE TIME AND PLACE AND FOR THE PURPOSES MENTIONED IN THE NOTICE OF
MEETING AND AT ANY AND ALL ADJOURNMENTS THEREOF.
Except as otherwise indicated, the information contained herein is given as
at January 31, 2001. All dollar amounts appearing in this Circular are in
Canadian dollars, except if another currency is specifically mentioned. On
January 31, 2001, the Bank of Canada quoted the exchange rate between the
Canadian dollar and the U.S. dollar at CDN$1.5000 per US$1.00 and the exchange
rate between the Canadian dollar and the French Franc at CDN$0.2129 per FF1.00.
The proxies' solicitation is made primarily by mail. However, officers and
employees of the Corporation may solicit proxies directly, but without
additional compensation. In addition, the Corporation shall, upon request,
reimburse brokerage firms and other custodians for their reasonable expenses in
forwarding proxies and related material to beneficial owners of shares of the
Corporation. The cost of soliciting proxies shall be borne by the Corporation.
This cost is expected to be nominal.
APPOINTMENT OF PROXYHOLDERS
The persons named as proxyholders in the accompanying form of proxy are
directors and officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO
APPOINT AS PROXYHOLDER A PERSON (WHO IS NOT REQUIRED TO BE A SHAREHOLDER) OTHER
THAN THE PERSONS WHOSE NAMES ARE PRINTED AS PROXYHOLDERS IN THE ACCOMPANYING
FORM OF PROXY, BY STRIKING OUT SAID PRINTED NAMES AND INSERTING THE NAME OF HIS
CHOSEN PROXYHOLDER IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE IN THE FORM OF
PROXY.
To be valid, proxies must be received at the secretary's office of the
Corporation, 612 St. Jacques Street, Montreal, Quebec, Canada, H3C 4M8, or c/o
Montreal Trust Company, Stock Transfer Services, P.O. Box 1900, Succ. B,
Montreal, Quebec, Canada, H3B 3L6, no later than April 2, 2001.
REVOCATION OF PROXIES
A shareholder giving a proxy may revoke the proxy by instrument in writing
executed by the shareholder or by his attorney authorized in writing or, if the
shareholder is a corporation, by an instrument in writing executed by an officer
or attorney thereof duly authorized, and deposited at the secretary's office of
the Corporation, 612 St. Jacques Street, Montreal, Quebec, Canada, H3C 4M8, at
any time up to and including the last business day preceding the Meeting, or any
adjournment thereof at which the proxy is to be used, or with the Chairman of
such Meeting, on the day of the Meeting or any adjournment thereof, or in any
other manner permitted by law.
VOTING OF SHARES AT THE MEETING
The persons named in the enclosed proxy will vote the shares in respect of
which they are appointed in accordance with the instructions of the shareholder
appointing them. UNLESS OTHERWISE INDICATED, THE VOTING RIGHTS ATTACHING TO THE
SHARES REPRESENTED BY A FORM OF PROXY WILL BE VOTED "FOR" IN RESPECT OF ALL
PURPOSES DESCRIBED HEREIN.
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The enclosed proxy confers discretionary authority upon the persons named
therein with respect to all amendments to matters identified in the Notice of
Meeting and to any other matter which may properly come before the Meeting.
Management knows of no such amendments, variations or other matters to come
before the Meeting.
Unless otherwise indicated, the resolutions submitted to a vote at the
Meeting must be passed by a majority of the votes cast by the holders of
Multiple Voting Shares and Subordinate Voting Shares, as a single class, present
at the Meeting in person or by proxy.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The shares of the Corporation giving the right to vote at the Meeting are
the Multiple Voting Shares and the Subordinate Voting Shares. Each Multiple
Voting Share carries the right to ten votes and each Subordinate Voting Share
carries the right to one vote. As of January 31, 2001, there were 57,385,496
Multiple Voting Shares and 87,892,079 Subordinate Voting Shares outstanding.
The holders of Multiple Voting Shares and the holders of Subordinate Voting
Shares whose names appear on the list of shareholders prepared at the close of
business on February 16, 2001 (the "Record Date") will be entitled to vote at
the Meeting and any adjournment thereof if present or represented by proxy
thereat. A transferee of Multiple Voting Shares or Subordinate Voting Shares, as
the case may be, acquired after the Record Date, is entitled to vote those
shares at the Meeting and at any adjournment thereof if he produces properly
endorsed share certificates for such shares or if he otherwise establishes that
he owns the shares and if he requires, not later than ten days before the
Meeting, that his name be included on the list of shareholders entitled to vote
at the Meeting.
To the knowledge of the directors and officers of the Corporation, the only
person who beneficially owns or exercises control or direction over more than
10% of the shares of any class of voting shares of the Corporation is
Quebecor Inc. ("Quebecor"), directly and through a wholly-owned subsidiary. As
of January 31, 2001 Quebecor held a total of 56,211,277 Multiple Voting Shares,
representing 97.95% of the Multiple Voting Shares outstanding and 84.94% of all
the voting rights attached to all the shares of the Corporation.
MANAGEMENT'S REPORT AND FINANCIAL STATEMENTS
The Management's Report, the consolidated financial statements and the
auditors' report thereon, for the year ended December 31, 2000, included in the
Corporation's 2000 Annual Report, will be submitted to the shareholders at the
Meeting, but no vote with respect thereto is required nor will be taken.
ELECTION OF DIRECTORS
The articles of the Corporation provide that the Board of Directors shall
consist of a minimum of three and a maximum of 15 directors. It is proposed by
the Management of the Corporation that 12 directors be elected for the current
year. The term of office of each director so elected will expire upon the
election of his successor unless he shall resign from his office or his office
shall become vacant by death, removal or other cause. Mr. Marcello
A. De Giorgis, director since 1992, will not seek reelection. The Management of
the Corporation does not contemplate that any of the nominees for election at
the Meeting will be unable, or for any reason will become unwilling, to serve as
a director but, if that should occur prior to the election, 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 that his shares are to be
withheld from voting on the election of directors.
All nominees, with the exception of Mr. James Doughan whose nomination as
Director is hereby submitted, are currently Directors of the Corporation.
Except where authority to vote on the election of directors is withheld, the
persons named in the accompanying form of proxy will vote for the election of
the 12 nominees whose names are hereinafter set forth.
The following table sets forth certain information in respect of the
nominees for election to the Board of Directors. Except where indicated and
except as disclosed in previous management proxy circulars of the
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Corporation, all nominees have been engaged in the principal occupation next to
their names for more than five years.
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SUBORDINATE VOTING
SHARES OWNED OR UNITS HELD
DIRECTOR CONTROLLED DIRECTLY UNDER THE DSU
NAME PRINCIPAL OCCUPATION SINCE OR INDIRECTLY(1) PLAN(2)
- ---------------------------------------------------------------------------------------------------------------
REGINALD K. BRACK........... Former Chairman and Chief 1999 2,000 734
Executive Officer, Time Inc.
(Magazines and books publisher)
CHARLES G. CAVELL........... President and Chief Executive 1989 31,350(3) -- (4)
Officer of the Corporation
ROBERT COALLIER*............ Executive Vice President and 1991 -- 925
Chief Financial Officer,
Molson Inc. (Brewing company)
JAMES DOUGHAN**............. Consultant -- -- --
RAYMOND LEMAY............... Corporate Director 1989 1,000(5) 263
EILEEN A. MERCIER........... President, Finvoy 1999 1,300 263
Management Inc. (Management
consulting firm)
THE RIGHT HONOURABLE BRIAN Senior Partner, Ogilvy Renault 1997 1,000 611
MULRONEY, P.C., C.C., (Barristers and Solicitors) and
LL.D...................... Chairman of the Board, Sun Media
Corporation (Newspapers
publishing company)
JEAN NEVEU.................. Chairman of the Board of the 1989 1,800(6) --
Corporation and of Quebecor
(Communications holding company)
ROBERT NORMAND.............. Corporate Director 1999 1,000 820
ERIK PELADEAU............... Vice Chairman of the Board of 1989 -- (7)(8) 668
Quebecor (Communications holding
company);
PIERRE KARL PELADEAU........ Vice Chairman of the Board of 1989 -- (8) 709
the Corporation, President and
Chief Executive Officer of
Quebecor (Communications holding
company), President and Chief
Executive Officer of Quebecor
Media Inc. (Communications
company), and Chairman of the
Board of Nurun Inc. (Information
technology management
consultants)
ALAIN RHEAUME............... Executive Vice President and 1997 -- 1,196
Chief Financial Officer and
Treasurer, Microcell
Telecommunications Inc.
(Personal communications
services company)
- ---------------------------------------------------------------------------------------------------------------
(1) This information has been provided to the Corporation by the respective
nominees. This information excludes shares of subsidiaries of the
Corporation that may be owned by a nominee director in order to qualify as a
director of such subsidiaries under applicable law.
(2) On April 1, 2000, the Corporation implemented a Directors Deferred Stock
Unit Plan for the benefits of its Directors. See "Compensation of Directors
and Executive Officers -- Compensation of Directors" on page 5 of this
Circular.
(3) Mr. Cavell also owns 6,000 Class B Subordinate Voting Shares of Quebecor.
(4) No compensation paid for services rendered as directors.
(5) Mr. Lemay also owns 1,250 Class A Multiple Voting Shares of Quebecor.
(6) Mr. Neveu also owns 65,614 Class B Subordinate Voting Shares of Quebecor.
(7) Mr. Erik Peladeau owns 5,340 Class B Subordinate Voting Shares of Quebecor.
(8) Les Placements Peladeau inc., a corporation held, directly and indirectly,
by the Estate of Pierre Peladeau and members of the immediate family of the
Late Pierre Peladeau (including his sons Mr. Erik Peladeau and Mr. Pierre
Karl Peladeau), controls Quebecor, the Corporation's parent company. The
Estate of the Late Pierre Peladeau exercises control over Gestion
Peladeau Inc. which holds 1,700 Subordinate Voting Shares of the
Corporation.
* Mr. Coallier has held his current position since May 30, 2000. Prior to
this, he had occupied the position of Vice-President and Chief Financial
Officer of C-MAC Industries Inc.
** Mr. Doughan has held his current position since August 1999. He was
President and Chief Executive Officer of Abitibi Consolidated from 1997 to
1999, and President and Chief Executive Officer of Stone Consolidated
Corporation from 1993 to 1996.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
Until April 1, 2000, all non-employee directors of the Corporation received
a base compensation of $12,500 per year, plus directors' fees of $1,200 for each
meeting in which they participated. In addition, the Chairman of a committee of
the Board of Directors received a fee of $2,000 for each meeting of such
committee.
On April 1, 2000, the Corporation modified the compensation of its
directors. Since that date, all outside directors of the Corporation receive a
base compensation of $25,000 per year (plus an additional $5,000 per year for a
Chairman of a committee of the Board of Directors), plus directors' fees of
$1,500 for each meeting in which they participate.
In addition to the compensation described above, the Corporation has, on
April 1, 2000, implemented a Directors Deferred Stock Unit Plan (the "DSU Plan")
for the benefit of its directors. Under this plan, each director shall receive a
portion of his compensation package in the form of units, such portion to be
equal to at least 50% of his annual base compensation referred to above. Subject
to certain conditions, each director may elect to receive, in the form of units,
up to 100% of the fees payable to him in respect of his services as director,
including the balance of his base compensation, directors' fees or any other
fees payable to him.
Under the DSU Plan, directors are credited, on the last day of each fiscal
quarter of the Corporation, a number of units determined on the basis of the
amounts payable to each such director in respect of such fiscal quarter, divided
by the value of a unit. The value of a unit corresponds to the weighted average
trading prices of the Subordinate Voting Shares on The Toronto Stock Exchange
for five trading days immediately preceding such date. Units take the form of a
bookkeeping entry credited to the account of a Director which cannot be
converted to cash for as long as the Director remains a member of the Board of
Directors.
Subject to certain limitations, all of a director's units will be redeemed
by the Corporation and the value thereof paid after the director ceases to be a
director of the Corporation. For the purpose of redeeming units, the value of a
unit shall correspond to the market value of a Subordinate Voting Share on the
date of redemption, being the closing price of the Subordinate Voting Shares on
The Toronto Stock Exchange on the last trading day preceding such date.
Units will give right to dividends that will be paid with additional units
at the same rate as the dividend paid on the Subordinate Voting Shares.
In 2000, no Director has ceased to act as director and has therefore caused
the redemption of units by the Corporation.
In 2000, twelve directors earned an aggregate of $419,927 (including the
value of units attributed) for services rendered in such capacity. Of this
amount, $179,888 was paid in cash and $240,039. was paid in the form of units
under the DSU Plan.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows certain selected compensation information for
Mr. Charles G. Cavell, the President and Chief Executive Officer of the
Corporation, and the four most highly compensated executive officers of the
Corporation during the financial year ended December 31, 2000 (collectively, the
"Named Executive Officers") for services rendered in all capacities during the
financial years ended December 31, 2000, 1999 and 1998.
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SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------------- -----------------------------------
AWARDS PAYOUTS
------------------------ --------
SECURITIES
UNDER RESTRICTED
OTHER OPTIONS/ SHARES OR
ANNUAL SARS RESTRICTED LTIP ALL OTHER
NAME AND SALARY BONUS(1) COMPENSATION GRANTED(3) SHARE UNITS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Charles G. 2000 $ 1,112,317 $ 1,320,000 -- (2) 77,399 -- -- --
Cavell(*) 1999 $ 1,094,458(4) $ 720,000 $71,943 408,708 -- -- --
President and 1998 $ 804,306 $ 500,000 $59,473 473,121 -- -- --
Chief Executive
Officer of the
Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
Marc L. 2000 US$ 600,000 US$ 705,000 -- 150,000 -- -- --
Reisch *(5) 1999 US$ 600,000(6) US$ 321,500 -- (2) 550,000 -- -- --
President and 1998 -- -- -- -- -- -- --
Chief Executive
Officer, Quebecor
World North
America
- ------------------------------------------------------------------------------------------------------------------------------------
Christian M. 2000 $ 354,306 $ 289,800 -- (2) 6,829 -- -- --
Paupe *(7) 1999 $ 331,075 $ 139,750 -- (2) 130,000 -- -- --
Executive Vice 1998 -- -- -- -- -- -- --
President, Chief
Administrative
Officer and Chief
Financial Officer
of the Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
Christopher H. 2000 $ 494,691 $ 541,500(9) -- (2) 17,224 -- -- --
Rudge *(8) 1999 $ 363,248 $ 218,437 -- (2) 111,356 -- -- --
Chairman and Chief 1998 $ 293,779 $ 169,268 -- (2) 6,278 -- -- --
Executive Officer,
Que-Net Media and
Executive Vice
President,
Marketing and
International
Sales Development
of the Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
John A. 2000 $ 399,890(11) $ 168,516 -- (2) 26,210 -- -- --
Bertuccini(10) 1999 $ 233,691 $ 148,800 -- (2) 846 -- -- --
Managing Director, 1998 $ 202,191 $ 110,880 -- (2) 842 -- -- --
Quebecor
World Europe
- ------------------------------------------------------------------------------------------------------------------------------------
* These Named Executive Officers are also members of the Office of the Chief
Executive Officer of the Corporation.
(1) Bonuses amounts are paid in cash in the year following the financial year
for which they are awarded.
(2) Perquisites do not exceed the lesser of $50,000 or 10% of the total of the
salary and bonuses.
(3) Underlying Securities: Subordinate Voting Shares.
(4) Including $200,000 paid to Mr. Cavell by Sun Media Corporation, an indirect
subsidiary of Quebecor, for services rendered as Chairman of the Board of
Sun Media Corporation from February 28, 1999 to December 31, 1999.
(5) Mr. Reisch joined the Corporation in August 1999 following the merger of the
Corporation with World Color Press, Inc. On October 20, 1999, in accordance
with the terms and conditions of the merger agreement entered into by the
Corporation in relation with the merger with World Color Press, Inc.,
Mr. Reisch received a cash payment of US$3,836,680, as well as 110,060
Subordinate Voting Shares of the Corporation in exchange for 453,539 options
to purchase common stock of World Color Press, Inc.
(6) Represented Mr. Reisch's annual base salary in 1999. Since Mr. Reisch joined
the Corporation in August 1999, the amount of Mr. Reisch's base salary
disbursed by the Corporation in 1999 was $US219,231.
(7) Mr. Paupe joined the Corporation in January 1999.
(8) Mr. Rudge has been appointed Chairman and Chief Executive Officer Que-Net
Media and Executive Vice-President, Marketing and International Sales
Development of the Corporation on November 23, 2000. Until that date,
Mr. Rudge acted as President, Quebecor World International and President,
Quebecor World Canada.
(9) Bonus amount for the year 2000 also relates to former role of President,
Quebecor World Canada.
(10) Mr. Bertuccini was appointed Managing Director, Quebecor World Europe, on
April 1, 2000. Prior to that date, Mr. Bertuccini was President, East Group
of Canada, of the Corporation.
(11) Part of Mr. Bertuccini's salary for the year 2000 has been paid in French
Francs.
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OPTIONS GRANTED IN 2000
The Corporation has established a stock option plan for its executives (the
"Executive Stock Option Plan") which is administered by the Compensation
Committee of the Corporation. Participants in the Plan are granted options which
may be exercised to purchase Subordinate Voting Shares of the Corporation. In
addition, in 1991, a distinct stock option plan was established for Mr. Charles
G. Cavell, President and Chief Executive Officer (who is also eligible to
participate in the Executive Stock Option Plan), pursuant to which Mr. Cavell
was granted options to subscribe to a total of 135,000 Subordinate Voting Shares
(the "CEO Stock Option Plan"). As of January 31, 2001, a total of 120,000
Subordinate Voting Shares had been subscribed to by Mr. Cavell under the CEO
Stock Option Plan.
The following table sets forth grants of stock options to subscribe to
Subordinate Voting Shares under the Executive Stock Option Plan and the CEO
Stock Option Plan during the financial year ended December 31, 2000 to the Named
Executive Officers.
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SECURITIES % OF TOTAL MARKET VALUE OF
UNDER OPTIONS/SARS SECURITIES
OPTIONS/ GRANTED TO UNDERLYING
SARS EMPLOYEES IN EXERCISE OR OPTIONS/SARS ON
GRANTED FINANCIAL YEAR BASE PRICE THE DATE OF GRANT
NAME (#) (%) ($/SECURITY) ($/SECURITY) EXPIRATION DATE
- --------------------------------------------------------------------------------------------------------------
Charles G. Cavell 77,399 18.76% $ 30.75 $ 29.60(1) February 22, 2010
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Marc L. Reisch 150,000(2) 36.36% US$22.525 US$23.00(3) May 18, 2010
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Christian M. Paupe 6,829 1.66% $ 30.75 $ 29.60(1) February 22, 2010
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Christopher H. Rudge 17,224 4.18% $ 30.75 $ 29.60(1) February 22, 2010
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John A. Bertuccini 26,210 6.35% $ 30.75 $ 29.60(1) February 22, 2010
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(1) Based on the closing sale price of the Subordinate Voting Shares on The
Toronto Stock Exchange on the date of grant.
(2) Special option granted to Mr. Reisch on May 18, 2000. Conditions of grant
and vesting described under "Employment Agreements -- Marc L. Reisch" on p.
10 of this Circular.
(3) Based on the closing sale price of the Subordinate Voting Shares on the
New York Stock Exchange on the date of grant.
OPTIONS EXERCISED IN 2000
The following table indicates for each of the Named Executive Officers the
number of options to purchase Subordinate Voting Shares, if any, exercised
during the financial year ended December 31, 2000, the gains
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realized upon exercise, the total number of unexercised options held at
December 31, 2000, and the value of such unexercised options at that date.
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VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ "IN-THE-MONEY" OPTIONS/
SECURITIES AGGREGATE SARS AT FY-END SARS AT FY-END(2)
ACQUIRED ON VALUE ------------------------------ ------------------------------
EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE(3) EXERCISABLE UNEXERCISABLE(3)
NAME (#) ($) (#) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------
Charles G. Cavell 30,000 $1,106,490 236,801 1,020,954 $4,337,996 $ 8,386,308
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Marc L. Reisch -- -- -- 700,000 -- US$1,568,125
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Christian M. Paupe -- -- -- 136,829 -- $ 571,079
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Christopher H. Rudge -- -- 5,321 134,065 $ 91,527 $ 719,247
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John A. Bertuccini -- -- 619 27,945 $ 7,985 $ 194,843
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(1) The Aggregate Value Realized upon exercise is the difference between the
closing sale price of the Subordinate Voting Shares on The Toronto Stock
Exchange (or on the New York Exchange for U.S. participants) on the exercise
date and the exercise price of the Named Executive Officers' option.
(2) The Value of Unexercised In-The-Money Options at Financial Year-End is the
difference between the option price and the closing sale price of the
Subordinate Voting Shares on The Toronto Stock Exchange on December 31, 2000
(or on the New York Stock Exchange for U.S. participants). This gain, unlike
the gain set forth in the column "Aggregate Value Realized", has not been,
and may never be, realized. The underlying options have not been, and may
not be, exercised; and actual gains, if any, on exercise will depend on the
value of the Subordinate Voting Shares on the date of exercise. The closing
sale price of the Subordinate Voting Shares on The Toronto Stock Exchange,
on December 31, 2000, was $37.60 per share, and on the New York Stock
Exchange, was US$25.1875 per share.
(3) The vesting of some of these options is tied with the achievement of key
financial performance indicators, which are fully described herein under
"Report on Executive Compensation -- Special Grants in 1999".
PENSION BENEFITS
CANADIAN BASIC PLAN. The Corporation maintains a basic pension plan for its
non-unionized Canadian employees. The pension is calculated on the basis of the
average salary of the five consecutive years in which the salary was the
highest, including bonuses, multiplied by the number of years of membership in
the plan as an executive officer. The pension is payable at the normal
retirement age of 65 years or from the age of 62, without reduction if the
executive officer has completed a minimum of ten years of service.
The maximum pension payable under the pension plan is as prescribed by the
INCOME TAX ACT. An executive officer contributes to the plan an amount equal to
5% of his salary not exceeding $86,111, up to a maximum of $4,305 per year.
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YEARS OF MEMBERSHIP
------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30
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$86,111 or more $17,222 $25,833 $34,444 $43,056 $51,667
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The pension is payable for life. In case of death after retirement, the plan
provides a five years full pension guarantee starting at the retirement date.
After such period, the surviving spouse will continue to receive for life, 60%
of the pension.
As of December 31, 2000, the credited number of years of membership in the
plan for all the Named Executive Officers were for Mr. Charles G. Cavell,
19 years and 6 months, for Mr. Christopher H. Rudge, 9 years and 6 months, for
Mr. Christian M. Paupe, 2 years and for Mr. John A. Bertuccini, 5 years and
5 months.
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ADDITIONAL BENEFITS FOR MR. CHARLES G. CAVELL. The pension of Mr. Charles
G. Cavell is calculated on the basis of the average salary (including bonuses)
of the three consecutive years in which such salary was the highest. The pension
is payable without reduction from the age of 60, and indexed each year. The
pension is payable for life. In case of death after retirement, the plan
provides a five years full pension guarantee starting at the retirement date.
After such period, the surviving spouse will continue to receive for life,
66 2/3% of the pension. The credited service of Mr. Cavell as of December 31,
2000 (two years per year of membership in the plan) was 24 years and 6 months.
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YEARS OF MEMBERSHIP
------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30
- --------------------------------------------------------------------------------------------------------
$1,100,000 $211,389 $317,083 $422,778 $528,472 $634,167
- --------------------------------------------------------------------------------------------------------
$1,300,000 $251,389 $377,083 $502,778 $628,472 $754,167
- --------------------------------------------------------------------------------------------------------
$1,500,000 $291,389 $437,083 $582,778 $728,472 $874,167
- --------------------------------------------------------------------------------------------------------
$1,700,000 $331,389 $497,083 $662,778 $828,472 $994,167
- --------------------------------------------------------------------------------------------------------
Mr. Charles G. Cavell has also an additional retirement benefit, whereby he
is guaranteed to receive, under certain conditions, upon retirement, payment of
a maximum lump sum amount of $600,000, which amount is subject to downward
adjustments if the closing sale price of the Corporation's Subordinate Voting
Shares, at the time of his retirement (60 years of age), is less than $16.67 per
share (as adjusted to reflect any share subdivision or consolidation).
CANADIAN SUPPLEMENTARY RETIREMENT PLANS. In addition to the basic Canadian
pension plan, the Corporation provides supplementary retirement plans for its
Canadian executive officers. These plans are personalized and provide for the
following additional benefits in accordance with the number of years of
membership in the plan upon retirement:
- ------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
---------------------------------------------------------------------
REMUNERATION 15 20 25 30
- ------------------------------------------------------------------------------------------------------
$300,000 $ 40,815 $ 54,420 $ 68,025 $ 81,629
- ------------------------------------------------------------------------------------------------------
$400,000 $ 64,065 $ 85,420 $106,775 $128,129
- ------------------------------------------------------------------------------------------------------
$500,000 $ 87,315 $116,420 $145,525 $174,629
- ------------------------------------------------------------------------------------------------------
The pension is payable according to the same specifications as to the basic
Canadian Plan. At December 31, 2000, the number of years of membership in the
plan for the Named Executive Officers are for Christopher H. Rudge, 7 years and
7 months and for John A. Bertuccini, 5 months.
U.S. PENSION PLAN BENEFITS. The retirement plan of the former World Color
Press, Inc. ("World Color") in which executive officers, among others,
participated during 2000 is named the World Color Press Cash Balance Plan (the
"Cash Balance Plan"), and provides for the determination of a participant's
accrued benefit on a cash balance formula. Although the Cash Balance Plan is a
defined benefit pension plan, each participant is credited with a hypothetical
individual account in order to better describe his or her benefit. A
participant's cash balance account is credited each month with an amount equal
to 4% (on an annualized basis) of the participant's annual base wages plus
monthly interest at an annual rate equal to the interest rate on one-year
U.S. Treasury securities. A participant in the Cash Balance Plan becomes fully
vested in his accrued benefit after the completion of five years of service.
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The Cash Balance Plan and the retirement plan of Quebecor Printing, Inc.
("QPI") have been merged on December 31, 2000 to create the Quebecor World
Pension Plan (the "Pension Plan"). The executive officers, among others, will
participate in this plan. It provides for the determination of a participant's
lump sum accrued benefit based on an accumulation of pension credits multiplied
by final average pay. Accumulated pension credits are based on years of service
(3% under 5 years of service, 4% from 5-10 years of service, 5% from
10-15 years of service, 6% from 15-20 years of service, 8% over 20 years of
service). A participant in the Pension Plan becomes fully vested in his accrued
benefit after the completion of five years of service.
Benefits under the Cash Balance Plan and the new Pension Plan are limited to
the extent required by provisions of the U.S. Internal Revenue Code and the
Employee Retirement Income Security Act of 1974, as amended. If payment of
actual retirement benefits is limited by such provisions, an amount equal to any
reduction in retirement benefits will be paid as a supplemental benefit under an
unfunded restoration plan and a Supplemental Executive Retirement Plan
(together, the "Supplemental Benefit Plans"). The following sets forth the
estimated combined annual retirement benefits under the Cash Balance/Pension
Plan and the Supplemental Benefit Plans (exclusive of Social Security payments)
payable on a straight single life annuity basis to Mr. Reisch, assuming
continued service until age 65 and current compensation levels remain unchanged.
- -----------------------------------------------------------------------------------
ESTIMATED ANNUAL BENEFITS PAYABLE UPON
NAME RETIREMENT
- -----------------------------------------------------------------------------------
Marc L. Reisch US$580,117
- -----------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS
MARC L. REISCH. The terms of employment of Mr. Marc L. Reisch, the
President and Chief Executive Officer, Quebecor World North America, contemplate
that he will be paid an annual salary of US$675,000 to be reviewed annually; he
will participate in the Corporation's short-term incentive plan; he will be
entitled to receive stock option grants under the Corporation's Executive Stock
Option Plan and he will be entitled to participate in the Corporation's new Cash
Long-Term Incentive Plan; and that he will receive all benefits to which other
senior executives of the Corporation are entitled to receive. Mr. Reisch is also
entitled to receive severance benefits in case of termination of employment
pursuant to his employment arrangement with the Corporation and the Retention
and Severance Agreement entered into between Mr. Reisch and World Color in
August 1999 (the "Retention and Severance Agreement")
The terms of Mr. Reisch's employment also provide for the special one-time
grant of two separate groups of stock options to purchase an aggregate of
550,000 Subordinate Voting Shares of the Corporation at a price of US$23.0625,
the vesting of which options is tied with the achievement of certain key
financial performance indicators which are fully described herein under "Report
on Executive Compensation -- Special Grants in 1999".
The Retention and Severance Agreement and conditions of the special one-time
option grants, include non-competition/non-solicitation covenants restricting
Mr. Reisch's ability to own, manage, operate, join, control or participate in
the ownership, management, operation or control of any competing business, with
certain exceptions or to solicit customers or employees. Such restrictions are
to be effective during Mr. Reisch's employment and for a period of up to
18 months after termination of his employment.
On May 18, 2000, the Corporation, in recognition of Mr. Reisch's
contribution to the growth of the Corporation, granted him a special option to
subscribe to 150,000 Subordinate Voting Shares at a price of US$22.525 per
share. This special option shall be fully vested after a period of three years
following the grant, on the condition that Mr. Reisch remains employed by the
Corporation until May 18, 2003.
CHRISTIAN M. PAUPE. On December 3, 1998, Mr. Christian M. Paupe, the
Executive Vice President, Chief Administrative Officer and Chief Financial
Officer of the Corporation, entered into an employment agreement with the
Corporation. Pursuant to the terms and conditions of such agreement, as amended,
Mr. Paupe is paid an annual salary of $400,000 to be reviewed annually; he is
entitled to participate in the Corporation's short-term incentive plan,
Executive Stock Option Plan and new Cash Long-Term Incentive Plan; he was
granted an interest-free loan of $150,000 repayable over five years (the full
amount of which was still outstanding as of
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January 31, 2001); and he is entitled to all other benefits attributable to his
position. Mr. Paupe's employment also provided for a special grant, in 1999, of
an option to subscribe to 30,000 Subordinate Voting Shares. Upon termination of
Mr. Paupe's employment without cause, the Corporation has agreed to forego
repayment of the balance of the $150,000 loan.
CHRISTOPHER H. RUDGE. On May 21, 1998, Mr. Christopher H. Rudge, the
Executive Vice-President, Marketing and International Sales Development of the
Corporation and the Chairman and Chief Executive Officer of Que-Net Media,
entered into an employment agreement with the Corporation. Pursuant to the terms
and conditions of his employment agreement, as amended, Mr. Rudge is paid an
annual salary of $475,000; he is entitled to participate in the Corporation's
short-term incentive plan, the Executive Stock Option Plan and the new Cash
Long-Term Incentive Plan; and he is entitled to all other benefits attributable
to his position. Upon termination of Mr. Rudge's employment without cause, he
will be entitled to pay and benefits continuation for a period of not less than
one year and not more than two years.
JOHN A. BERTUCCINI. On April 3, 2000, Mr. John A. Bertuccini, Managing
Director, Quebecor World Europe, entered into an employment agreement with the
Corporation. Pursuant to the terms and conditions of such employment agreement,
Mr. Bertuccini is paid an annual base salary of FF2,120,000 to be reviewed
annually; he is entitled to participate in the Corporation's short term
incentive plan, Executive Stock Option Plan and new Cash Long-Term Incentive
Plan; and he is entitled to certain expatriate benefits and other benefits
attributable to his position. In addition, Mr. Bertuccini was granted an option
to subscribe to 25,000 Subordinate Voting Shares, which option shall be fully
vested after a period of three years following the grant. Upon termination of
Mr. Bertuccini's employment without cause, Mr. Bertuccini's option will be
immediately vested and he will receive an amount equal to his annual salary and
target bonus.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee recognizes the fundamental value added by a
highly committed management team. The skills and impact of this group of
individuals are essential to the successful management of the Corporation and
vital to the formulation and implementation of its strategic plan. The executive
compensation package reviewed by the Compensation Committee aims primarily at:
- MAXIMIZING THE CREATION OF SHAREHOLDER VALUE;
- PROMOTING THE ACHIEVEMENT OF ORGANIZATIONAL OBJECTIVES;
- ENSURING THAT FINANCIAL TARGETS ARE ACHIEVED OR EXCEEDED; AND
- ATTRACTING, RETAINING AND REWARDING KEY CONTRIBUTORS;
The executive compensation package is composed of three major components:
base salary and benefits, short-term incentive compensation and long-term
incentive compensation.
SALARY AND BENEFITS
Salary and benefits policies of the Corporation are determined using various
annual compensation surveys that are representative of the commercial printing
industry and large industrial companies and organizations with international
operations, some of which are specifically prepared on behalf of the Corporation
by consulting firms on the basis of a list of comparable corporations. The base
compensation paid to employees of the Corporation is established on the basis of
business trends in the countries where the Corporation operates, taking into
account economic trends, the Corporation's profitability and the return on
capital. On the basis of an overall budget authorized by the Board of Directors,
each operational unit must justify the evolution of its salary and benefits
policies based on its results.
SHORT-TERM INCENTIVE COMPENSATION
The Corporation maintains a short-term incentive plan for the senior
management of the Corporation and its subsidiaries which provides for the
payment of cash bonuses to managers whose business units (products group or
divisions) reach results in line with the budget approved by the Corporation,
and additional bonuses if
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the operating results have exceeded the budgeted results. Since January 2000,
the payment of bonuses is also tied with the achievement of personal objectives.
The Corporation's short-term incentive plan focuses on the achievement of key
financial performance indicators such as operating income, cash return on
capital employed, cost of capital and earnings per share. The amount of these
payments must be approved by the Compensation Committee.
In the case of the Named Executive Officers, incentive bonuses vary in
proportion to base salary, depending primarily on the level of responsibilities,
when the financial and strategic objectives are achieved. When such objectives
are exceeded, bonuses are higher; when objectives are not met, the incentive
bonuses are lower, or nil depending on the circumstances.
The Compensation Committee reviewed and approved the 2000 bonuses under the
short-term incentive plan on the basis that management's performance met or
exceeded the objectives presented to the Compensation Committee at the beginning
of the financial year ended December 31, 2000.
LONG-TERM INCENTIVE COMPENSATION
The long-term incentive component is made up of (i) the Executive Stock
Option Plan which provides for the issuance of options to executive officers to
purchase Subordinate Voting Shares of the Corporation and (ii) the Corporation's
new Cash Long-Term Incentive Plan implemented in December 2000 and to be in
effect as of January 1, 2001.
(i) EXECUTIVE STOCK OPTION PLAN
The Compensation Committee determines the executives and directors eligible
for the granting of options pursuant to the Executive Stock Option Plan. It also
determines the size of each grant and the date on which each grant is to become
effective. The exercise price of options granted is equal to the average of the
closing sale prices of the Subordinate Voting Shares traded on The Toronto Stock
Exchange for prices in Canadian dollars and on the New York Stock Exchange for
prices in US dollars, on the last five trading days immediately preceding the
day of grant. The options may be exercised during periods not exceeding ten
years from the grant date.
The number of options granted annually to executives and directors is
determined exclusively on the basis of a multiple of the base salary of such
persons. The specific number of options which may be granted is determined with
reference to the market value of the Subordinate Voting Shares. The multiple
ranges between 10% and 200% of the annual base salary, and the number of
outstanding options held by the executives or directors is not taken into
account when determining the number of options that should be granted under
normal grants.
Options granted prior to February 23, 2000 may generally be exercised as
follows: (i) on or after the second anniversary of the grant date, as to 25% of
the optioned shares or any part thereof; (ii) on or after each of the third and
fourth anniversary of the grant date, as to an additional 25% of the optioned
shares or any part thereof; and (iii) on or after the fifth anniversary of the
grant date, as to the remaining 25% of the optioned shares or any part thereof,
subject to the right of the Compensation Committee to determine at the time of
grant that a particular option will be exercisable in whole or in part on dates
different from the above, provided that the term of such option be less than ten
years.
Options granted since February 23, 2000 are generally vested equally over a
four-year period (25% each year, starting on the first anniversary of the grant
date). The Compensation Committee may, at its discretion, allow all options
granted under the Executive Stock Option Plan to be exercised, including options
that are not vested, and extend the exercise period of such options, provided
that the term of such options shall not exceed ten years.
Options granted pursuant to the Executive Stock Option Plan will lapse for a
limited period of time after the holder ceases to be employed by the
Corporation. In the event of death, any option held by the optionee lapses
twelve months after the death of the optionee. In the event the optionee's
employment terminates because of retirement, the optionee may exercise the
options as they become vested, but no later than the tenth anniversary of the
date of grant. Subject to exceptions under the Executive Stock Option Plan, if
the optionee's
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employment terminates for any reason other than death or retirement, all options
that are not vested at the date of termination shall expire; the optionee shall
have 30 days to exercise vested options.
(ii) SPECIAL GRANTS IN 1999
With a view of maximizing the cost savings, synergies and cash flow
available for repayment of debt associated with the merger of the Corporation
with World Color, the Corporation granted, on October 29, 1999, to a group of 13
individuals (including certain Named Executive Officers), a special one-time
grant of options to subscribe to an aggregate of 1,520,000 Subordinate Voting
Shares in accordance with the Executive Stock Option Plan. The Compensation
Committee viewed this special grant as an opportunity for key executives to
accelerate the full integration of the operations of World Color and the
Corporation in the United States and to maximize free cash flow from operations.
As part of this special grant, Mr. Charles G. Cavell, Mr. Marc L. Reisch and
Mr. Christian M. Paupe were granted the following options:
CHARLES G. CAVELL. Mr. Cavell, the President and Chief Executive Officer of
the Corporation, was granted an option to subscribe to 350,000 Subordinate
Voting Shares at a price of $33.80 per share subject to the following:
(i) TRANCHE 1. If the Corporation had recognized annualized savings of
US$100 million as of December 31, 2000, 150,000 Subordinate Voting
Shares under option were to be earned by Mr. Cavell;
(ii) TRANCHE 2. If the Corporation has recognized annualized savings of
US$150 million as of June 30, 2001, an additional 50,000 Subordinate
Voting Shares under option will be earned by Mr. Cavell; and
(iii) TRANCHE 3. If consolidated cash flow from operations after investment
in non-cash working capital and capital expenditures were of at least
US$473 million as of December 31, 2000, 150,000 Subordinate Voting
Shares under option were to be earned by Mr. Cavell.
The objectives of the Corporation with respect to Tranche 1 and Tranche 3
have been attained by the Corporation as of December 31, 2000, and consequently,
the options related to said Tranches have been earned by Mr. Cavell and will
vest and become exercisable at 25% a year beginning on February 1st, 2001. With
respect to Tranche 2, the objective of the Corporation has not yet been
attained; the Corporation has determined that, as at December 31, 2000,
annualized savings of US$108 million had been recognized.
MARC L. REISCH. Mr. Reisch, the President and Chief Executive Officer,
Quebecor World North America, was granted options to subscribe to an aggregate
of 550,000 Subordinate Voting Shares in accordance with the following:
COST SAVINGS AND SYNERGIES OPTION. Mr. Reisch was granted options to
subscribe to 250,000 Subordinate Voting Shares at an exercise price of
US$23.0625 per share subject to meeting the following target level of cost
savings and synergies associated with the merger of the Corporation with World
Color:
(i) TRANCHE 1. If the Corporation had recognized annualized savings of
US$75 million as of December 31, 2000, 100,000 Subordinate Voting Shares
under option were to be earned by Mr. Reisch;
(ii) TRANCHE 2. If the Corporation had recognized annualized savings of
US$100 million as of December 31, 2000, an additional 100,000
Subordinate Voting Shares under option were to be earned by
Mr. Reisch; and
(iii) TRANCHE 3. If the Corporation has recognized annualized savings of
US$150 million as of June 30, 2001, the remaining 50,000 Subordinate
Voting Shares under option will be earned by Mr. Reisch.
The objectives of the Corporation with respect to Tranche 1 and Tranche 2
have been attained by the Corporation as of December 31, 2000, and consequently
the options related to said Tranches have been earned by Mr. Reisch and will
vest and become exercisable at 25% a year beginning in February 2001. With
respect to Tranche 3, the objective of the Corporation has not yet been
attained; as indicated above in respect of Mr. Cavell, the Corporation has
determined that, as at December 31, 2000, annualized savings of US$108 million
had been recognized.
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FREE CASH FLOW OPTION. Mr. Reisch was granted options to subscribe to
300,000 Subordinate Voting Shares at an exercise price of US$23.0625 per share
as at October 29, 1999 if the Corporation's level of "Free Cash Flow" for the
year ended December 31, 2000 and the year ending December 31, 2001 is equal to
or higher than the financial targets established under the Corporation's
restructuring plan. For purposes of this special grant to Mr. Reisch, Free Cash
Flow was defined as EBITA (operating income adding back non-cash amortization
expenses) less capital expenditures and cash costs to be incurred as a result of
the restructuring of the manufacturing platform. These Free Cash Flow targets
are for the combined North American operations of the Corporation and the former
World Color. Once earned, 150,000 of those options will vest and become
exercisable at 25% a year beginning in February 2001 and 150,000 of these
options will vest and become exercisable at 25% a year beginning in
February 2002. The Corporation has attained its Free Cash Flow target for the
year ended December 31, 2000 and the first 150,000 options granted to
Mr. Reisch have therefore been earned.
CHRISTIAN M. PAUPE. Mr. Paupe, the Executive Vice President, Chief
Administrative Officer and Chief Financial Officer of the Corporation, was
granted an option to subscribe to 100,000 Subordinate Voting Shares at a price
of $33.80, which option was to be earned if consolidated cash flow from
operations after investment in non-cash working capital and capital expenditures
was of at least US$473 million as of December 31, 2000. This objective was
attained by the Corporation as of December 31, 2000, and consequently, 50,000
shares will become exercisable at 25% a year beginning on February 1st, 2001 and
50,000 shares will become exercisable at 25% a year beginning on February 1st,
2002.
(iii) CASH LONG-TERM INCENTIVE PLAN
In December 2000, the Corporation introduced, to be effective as of
January 1, 2001, a long-term incentive plan for the benefit of its key North
American, European and Latin American senior executives designated as the Cash
Long-Term Incentive Plan (the "CLTI PLAN").
Payouts under the CLTI Plan are based on the Corporation's performance,
which performance will be evaluated against predetermined objectives at the end
of three-year incentive cycles. Therefore, should the Corporation achieve its
predetermined objectives for any given three-year incentive cycle, the
participant in the CLTI Plan will be awarded a cash payout equal to a
predetermined percentage of his base salary.
Every year, the Compensation Committee will determine which senior
executives will be eligible to participate in the CLTI Plan. It will also
determine the conditions of such participation for each eligible executive as
well as the Corporation's objectives for the relevant three-year incentive
cycle.
The main objectives of the CLTI Plan are to promote the achievement of
three-year financial targets and to retain and reward selected senior
executives.
For the first three-year incentive cycle starting January 1, 2001 and ending
December 31, 2003, certain Named Executive Officers, namely Messrs. Charles G.
Cavell, Marc L. Reisch, Christian M. Paupe and John A. Bertuccini, have been
selected by the Compensation Committee to participate in the CLTI Plan.
Accordingly, they will receive cash payouts on December 31, 2003 if the
Corporation achieves its predetermined objectives for the year ending
December 31, 2003.
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
The level of aggregate compensation of Mr. Charles G. Cavell, the President
and Chief Executive Officer of the Corporation, was determined in relation to
the Corporation's results, Mr. Cavell's overall achievements and comparable
positions with other Canadian industry leaders having international operations.
For the year ended December 31, 2000, the base salary for Mr. Charles G. Cavell,
for the performance of functions described above, was $1.1 million. Mr. Cavell
was also awarded a bonus of $1,320,000 (representing 120% of his target annual
incentive award) under the Corporation's short-term incentive plan for the 2000
financial year.
Recognizing Mr. Cavell's exceptional contribution to the growth of the
Corporation, the Board of Directors granted him, in 1998, an option to subscribe
to 400,000 Subordinate Voting Shares of the Corporation, which option shall
become exercisable 30 days after he has reached the age of 62, on condition that
he has maintained his employee status up until the date of exercise. In 1999,
the Board of Directors renewed Mr. Cavell's
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extraordinary equity award to underline his instrumental role in the merger with
World Color and its integration with the Corporation's U.S. operations.
Mr. Cavell's decision-making and management skills have been a key factor in the
Corporation's current position as the largest commercial printer in the world
and its capacity to rapidly and successfully integrate strategic acquisitions.
Accordingly, on October 29, 1999, in acknowledgement of Mr. Cavell's
accomplishments, the Compensation Committee granted him an option to subscribe
to 350,000 Subordinate Voting Shares of the Corporation at the then market price
of $33.80 as above mentioned. In the event of death, retirement or disability of
Mr. Cavell, any such option held by Mr. Cavell will lapse twelve months after
the date of any such death, retirement or disability.
In connection with Mr. Cavell's exercise of options to subscribe to 30,000
Subordinate Voting Shares of the Corporation on June 26, 2000, the Corporation
granted to Mr. Cavell on said date a loan in the amount of $373,490. Such loan
is interest-free and shall be repayable at the latest on June 26, 2010. The
repayment of the loan is secured by a pledge of 10,000 Subordinate Voting Shares
of the Corporation held by Mr. Cavell. Notwithstanding the maturity date of the
loan, (i) while any balance of the loan is outstanding, the Corporation shall
retain all dividends paid on the 10,000 pledged Subordinate Voting Shares and
shall apply same to the partial repayment of the loan, and (ii) if any of the
30,000 Subordinate Voting Shares acquired as a result of the exercise of the
options are sold by Mr. Cavell while any balance of the loan is outstanding,
Mr. Cavell shall repay to the Corporation the portion of the balance of the loan
then outstanding which corresponds to the proportion which the number of the
Subordinate Voting Shares so sold is to the total number of Subordinate Voting
Shares acquired upon exercise of the options.
CONCLUSION
By way of application of the Corporation's executive compensation policy, an
important part of executive compensation is linked to corporate, business unit
and individual performance, as well as stock performance and long-term
improvement. The Compensation Committee continuously reviews executive
compensation programs to ensure that they maintain their competitiveness and
continue to focus on the Corporation's objectives, values and business
strategies.
Depending on specific circumstances, the Committee may also recommend
employment terms and conditions that deviate from the policies and the execution
by the Corporation or its subsidiaries of employment contracts on a case-by-case
basis.
FOR THE COMMITTEE:
Raymond Lemay (Chairman)
Jean Neveu
Erik Peladeau
Pierre Karl Peladeau
Alain Rheaume
PERFORMANCE GRAPH
The performance graph presented below illustrates the cumulative total
return of a $100 investment in the Corporation's Subordinate Voting Shares,
compared with the cumulative total return of The Toronto Stock Exchange TSE 300
Composite Index, the Standard & Poor's 500 Index and the Standard & Poor's /
TSE 60 Composite Index in Canadian dollars.
The year-end values of each investment are based on share appreciation plus
dividends paid in cash, the dividends having been reinvested on the date they
were paid. The calculations exclude brokerage fees and taxes. Total shareholder
returns from each investment can be calculated from the year-end investment
values shown below the graph.
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CUMULATIVE TOTAL RETURNS IN $CDN
VALUE OF $100 INVESTED ON DECEMBER 31, 1995
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
Quebecor World 100 106 110 150 147 174
TSE 300 Index 100 128 148 145 191 205
S&P/TSE 60 100 132 158 160 215 232
S&P 500 ($CDN) 100 124 172 238 270 255
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors considers good corporate governance practices an
important factor in the overall success of the Corporation. Under the rules of
The Toronto Stock Exchange, the Corporation is required to disclose information
relating to its system of corporate governance with reference to guidelines set
out in the TSE Company Manual (the "TSE Guidelines"). The Corporation's
disclosure addressing each of the TSE Guidelines is set out in Schedule A.
LIABILITY INSURANCE
The Corporation purchases and maintains in force liability insurance for the
directors and officers of the Corporation and of its subsidiaries. This
insurance provides a coverage limit of US$50,000,000 per event and policy year.
For the fiscal year ended December 31, 2000, the Corporation paid US$262,000 in
liability insurance premiums. A deductible of US$500,000 applies when the
Corporation is authorized or obliged to indemnify the persons insured.
TRANSACTIONS WITH INTERESTED PARTIES
During the fiscal year ended on December 31, 2000, the Corporation and its
subsidiaries have done business, at market rates, with Quebecor and other
organizations within the Quebecor group. The Corporation and its major
subsidiaries intend to continue to engage in similar transactions on terms which
are generally no less favourable to the Corporation than would be available to
it from unaffiliated third parties.
The Corporation considers the amounts paid with respect to the various
transactions discussed above to be reasonable and competitive.
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NORMAL COURSE ISSUER BID
On April 4, 2000, the Board of Directors authorized the Corporation to
purchase on the open market, through the facilities of The Toronto Stock
Exchange and the New York Stock Exchange, during the period from April 6, 2000
to April 5, 2001, a maximum of 8,000,000 Subordinate Voting Shares at market
price. As of January 31, 2001, a total of 2,959,231 Subordinate Voting Shares
have been purchased by the Corporation under the normal course issuer bid, such
shares having been purchased at an average market price of $35.70.
ADOPTION OF QUEBECOR WORLD USA EMPLOYEE STOCK PURCHASE PLAN
On October 26, 2000, the Board of Directors adopted a resolution pursuant to
which the Quebecor World USA Employee Stock Purchase Plan (the "Plan") was
adopted by the Corporation. The Plan was also adopted by Quebecor Printing (USA)
Holdings Inc. ("Quebecor Holdings"), a subsidiary of the Corporation, as of
November 9, 2000 and is to be effective on January 1, 2001, subject to the
approval of the Corporation's shareholders.
The purpose of the Plan is to assist eligible employees of Quebecor Holdings
and its participating subsidiaries (the "Employers") to acquire stock ownership
interests in the Corporation. The number of shares that may be issued and sold
under the Plan is limited to 2,000,000 Subordinate Voting Shares, subject to
adjustments in the event of stock dividends, stock splits and similar events.
The following is a brief description of the Plan.
Eligible employees may participate in the Plan by authorizing a deduction
from their pay for each pay period during an Offering Period. For the purpose of
the Plan, an "Offering Period" is a semi-annual period beginning on January 1
and July 1 and ending on June 30 and December 31, respectively, of each calendar
year. Payroll deductions by a participant shall be at a rate of not less than 1%
and not more than 4% of his compensation for each pay period, subject to certain
limitations. No interest is paid or credited on such funds.
Each participant's payroll deductions will be credited to a stock purchase
account established for such participant under the Plan. At the close of an
Offering Period, the Plan will purchase, at the Offering Price, the maximum
number of whole Subordinate Voting Shares of the Corporation that can be
purchased with the total of all stock purchase account balances under the Plan.
The "Offering Price" of a Subordinate Voting Share purchased under the Plan
will be the lesser of (i) the fair market value of a Subordinate Voting Share as
of the first day of the Offering Period or (ii) the fair market value of a
Subordinate Voting Share as of the last day of the Offering Period. For this
purpose, the fair market value of a Subordinate Voting Share as of any date will
generally be the average of the regular closing prices for sales of Subordinate
Voting Shares on the trading date prior to such date, as reported by the stock
exchanges on which such shares are listed.
All Subordinate Voting Shares purchased under the Plan will be allocated to
brokerage accounts established on behalf of all participants under the Plan. As
soon as practicable following the last day of each Offering Period, each
participants' brokerage account will be credited, in book-entry form, with the
number of shares purchased on the participant's behalf, which number will be in
proportion to the ratio that the participant's stock purchase account balance
bears to the total of all participants' stock purchase account balances at the
close of an Offering Period. Each participant may request that shares credited
to his brokerage account be (i) distributed to him in kind (with cash for
fractional shares) or (ii) sold and the cash sales proceeds be distributed to
him.
If the total of all stock purchase account balances on the last day of an
Offering Period would cause an issuance of shares in excess of 2,000,000 shares,
the number of shares that would be otherwise purchased on behalf of each
participant will be proportionately reduced to reduce the excess and the Plan
will automatically terminate after such date.
Each Employer will participate directly in the Plan. Indeed, each Employer
will contribute on the last day of an Offering Period an amount equal to 17.5%
of the total amount of the payroll deduction contributed by each of its eligible
employees under the Plan during that Offering Period. Such contribution will be
credited to the eligible employee's stock purchase account and will be applied
toward the purchase of Subordinate Voting Shares for such eligible employee.
Unless a participant voluntarily withdraws from the Plan, participation in
the Plan will terminate as of the date a participant ceases to be an eligible
employee for any reason other than disability (as defined under a
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certain provision of the U.S. Internal Revenue Code). If a participant ceases to
be an eligible employee on or before the last day of an Offering Period,
(i) such participant's payroll deductions will terminate, (ii) the Employer
contribution will not be made, (iii) no shares will be purchased for such
participant at the end of the Offering Period and (iv) the balance of such
participant's stock purchase account will be paid to him.
From the moment shares are credited to a participant's brokerage account, he
will become a shareholder of the Corporation entitled to all rights of a holder
of Subordinate Voting Shares, including the right to vote on any matter that
properly comes before the shareholders of the Corporation.
Unless terminated earlier, the Plan will automatically terminate on the 10th
anniversary of the date on which the Corporation's shareholders approve the
Plan.
Therefore, at the Meeting, the Shareholders will be asked to consider and,
if deemed advisable, adopt the following resolution:
"RESOLVED"
THAT the Quebecor World USA Employee Stock Purchase Plan (the "Plan") of
Quebecor Printing (USA) Holdings Inc., a subsidiary of the Corporation,
which was adopted by the Board of Directors of the Corporation on
October 26, 2000, pursuant to which eligible employees of Quebecor Printing
(USA) Holdings Inc. and its subsidiaries may purchase Subordinate Voting
Shares on the terms specified therein, without par value, of the
Corporation, be and it is hereby approved;
THAT the Plan be, and it is hereby, effective as of January 1, 2001; and
THAT the Corporation be, and it is hereby, authorized, from time to time, to
issue Subordinate Voting Shares under the Plan, up to a maximum of 2,000,000
Subordinate Voting Shares."
The Board of Directors recommends that shareholders vote for the approval of
said resolution. Unless instructions are given to vote against the adoption of
the Plan, the persons whose names appear on the enclosed proxy form will vote in
favour of the aforementioned resolutions.
APPOINTMENT AND REMUNERATION OF AUDITORS
At the Meeting, the shareholders will be called upon to appoint Auditors to
hold office until the next Annual Meeting of Shareholders and to authorize the
directors to establish the remuneration of the auditors so appointed.
Except where authority to vote on the election of auditors is withheld, the
persons named in the accompanying form of proxy will vote for the appointment of
the firm KPMG LLP as auditors of the Corporation, compensation for their
services to be determined by the Board of Directors. KPMG LLP has been acting as
auditors of the Corporation since 1990.
OTHER BUSINESS
The Management of the Corporation knows of no other matter to be put before
the Meeting. If, however, any other matters properly come before the Meeting,
the persons designated in the accompanying form of proxy shall vote on such
matters in accordance with their best judgement pursuant to the discretionary
authority conferred thereon by the proxy with respect to such matters.
AVAILABILITY OF DISCLOSURE DOCUMENTS
The Corporation is a reporting issuer under the securities legislation of
all of the provinces of Canada and is registered in the United States and is
therefore required to file continuous disclosure documents such as interim and
annual financial statements, a proxy circular, an annual information form,
material change reports and press releases with such securities regulatory
authorities. Copies of said documents may be obtained free of charge on request
from the Office of the Secretary of the Corporation or through the Internet at
the following addresses: HTTP://WWW.SEDAR.COM and
HTTP://WWW.SEC.GOV/EDGARHP.HTM.
DIRECTORS' APPROVAL
The Board of Directors of the Corporation has approved the contents of this
Circular and the sending hereof to the holders of Multiple Voting Shares and
Subordinate Voting Shares.
/s/ Marie D. Hlavaty
Marie D. Hlavaty
Vice President, General Counsel and
Secretary
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SCHEDULE A
QUEBECOR WORLD INC.
STATEMENT OF CORPORATE GORVERNANCE PRACTICES
CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
1. Board should explicitly assume The mandate of the Board of Directors of the Corporation is to
responsibility for stewardship of the assume the stewardship of its overall administration and to
Corporation, and specifically for: oversee the management of the Corporation's operations.
(a) adoption of a strategic planning Every year the Corporation's senior management reviews and
process updates the Corporation's strategic plan and submits the
details of same to the Board of Directors. The strategic plan
reviews the market position of the Corporation's potential
business strategy to expand the geographic and the general
market position of the Corporation, including external growth
opportunities as well as the potential for further internal
growth. The general objectives to be achieved by the President
and Chief Executive Officer of the Corporation are established
by the Board of Directors in accordance with such strategic
plan. As referenced in the Corporation's 2000 Annual Report
accompanying this Circular, the strategic planning process has
been thoroughly carried out in 2000, and the members of the
Board of Directors are satisfied with the Corporation's
progress and results.
The Board of Directors must ensure that the Corporation's
(b) Identification of principal risks, senior management identifies the principal risks of the
and implementing risk management Corporation's business activities and properly manages such
systems risks. For example, the Corporation has established a
department to oversee environment-related issues. This
department submits to the Board of Directors a quarterly,
detailed environmental report prepared by its Environmental
Committee. Although this Committee is not a committee of the
Board of Directors, its purpose is to ensure the Corporation's
company-wide compliance with all environmental laws and
requirements. Board members are thus given the opportunity to
assess the Corporation's proactive efforts in dealing with
environmental issues. The Corporation has also adopted a Code
of Business Conduct, under the responsibility of the President
and Chief Executive Officer, the Vice President, Human
Resources, and the Vice President, General Counsel and
Secretary. Every new employee of the Corporation must become
familiar with the Code of Business Conduct and agree to abide
by its provisions.
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
The Corporation implemented during the year 2000 a Financial
Risk Management Policy. The policy establishes the framework
to manage risk within the Quebecor World group of companies,
including refinancing risk, currency risk, the exposure to
changes in the level of interest rates and the risk relating
to the price of commodities such as paper, ink and natural
gas. The policy also defines parameters that help management
of the Corporation minimize the effects of adverse
fluctuations in foreign exchange rates, interest rates and
commodity prices on the results of operations, the financial
condition and shareholders equity of the Corporation and
consequently the potential impact on its access to credit and
capital markets. The Board of Directors, through its Executive
Committee, has delegated to the Chief Financial Officer and
the Treasurer of the Corporation the authority to manage and
contain risk under the framework and the guidelines
established in the policy. The exposure of the Corporation is
reviewed at least quarterly by the Chief Financial Officer,
who will inform the Executive Committee or the Board of
Directors, as to the specific nature of some of the hedging
strategies being implemented by management and their potential
impact on results of operations or financial condition of the
Corporation.
(c) Succession planning, including In an effort to ensure that the Corporation has the needed
appointing and monitoring senior executive talent to lead and implement its global business
management plans, a thorough succession planning review was conducted in
2000. The focus was on reviewing the strengths and development
opportunities of the Corporation's key executives while also
identifying potential successors for each key senior
management position.
Consistent with past practice, the Corporation's senior
management appointment process continues to be overseen by the
Compensation Committee in collaboration with the Executive
Committee.
(d) Communications policy The Corporation believes it is senior management's
responsibility to issue statements on behalf of the
Corporation, in matters relating to communications with
investors. In order to provide information to its shareholders
and the financial community at large, the Corporation has set
up a team responsible for investor relations and corporate
communications under the direction of the Chief Financial
Officer. In addition, in 2000, the Corporation has nominated a
Director of Investors Relations who manages all communications
and relations with the Corporation's shareholders and
investors.
The Board of Directors reviews and, where required, approves
statutory disclosure documents prior to their distribution to
the Corporation's shareholders.
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
The Corporation follows the financial disclosure principles
set out by the United States Securities Exchange Commission's
Regulation Fair Disclosure ("Reg FD"). In keeping with Reg FD,
management is responsible for ensuring that all material
financial information that is communicated publicly is made
available to the investment community as a whole on a
simultaneous basis. Management hosts quarterly conference
calls to discuss earnings announcements, current market
conditions and forward-looking expectations. Such conference
calls are open to the general public, by telephone dial-in or
through a simultaneous Internet webcast, and are advertised in
advance by way of a press release and a notice on the
Corporation's web site home page. The Corporation files
information that is being publicly disseminated simultaneously
with various securities commissions and exchanges, and also
posts such information on its web site (for example, the
quarterly Supplemental Disclosure package as well as
management investor presentations). The Board of Directors
reviews with senior management the communication philosophy
and the Chief Financial Officer administers on-going
communication of financial information under these principles.
(e) Integrity of internal control and The Audit Committee, which is composed only of directors who
management information systems are unrelated to the Corporation, is responsible for assisting
the Board of Directors in the fulfillment of its duties with
respect to financial accounting and reporting practices as
well as the adequacy and integrity of internal controls and of
the management information systems. In that respect, the Audit
Committee reviews quarterly and annual financial statements
before they are released as well as observation reports from
the internal and external auditors or internal controls and
related systems of the Corporation.
The articles of the Corporation provide for a maximum of 15
2. Majority of Directors should be Directors. The Board of Directors is actually composed of 12
"unrelated" (independent of Directors, seven of whom are unrelated directors. At the
management and free from conflicting Meeting, the nomination of Mr. James Doughan as Director will
interest) to the Corporation and the be submitted to the Shareholders in replacement of
Corporation's significant Mr. Marcello A. De Giorgis who will not seek reelection.
shareholder, if any Mr. Doughan, Consultant, if nominated will be considered an
unrelated Director of the Corporation. In determining
unrelated directors, the Board of Directors has retained those
who are not officers of the Corporation or of any of its
subsidiaries, who are free from any relationship with
Quebecor, the Corporation's parent company, and who are free
of any business relationship which could materially interfere
with their ability to act with a view to the best interest of
the Corporation. The Corporation is of the opinion that the
composition of its Board of Directors fairly reflects the
voting rights of the minority shareholders of the Corporation.
3. Disclose for each Director whether he Charles G. Cavell Related President and Chief
is related, and how that conclusion Executive of the
was reached Corporation
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
The Right Honourable Related Chairman of the Board,
Brian Mulroney, P.C., Sun Media Corporation
C.C., LL.D. and Senior Partner with
Ogilvy Renault, legal
counsel to the
Corporation and Quebecor
Jean Neveu Related Chairman of the Board of
the Corporation and of
Quebecor
Erik Peladeau Related Vice Chairman of the
Board of Quebecor
Pierre Karl Peladeau Related Vice Chairman of the
Board of the
Corporation, President
and Chief Executive
Officer of Quebecor,
President and Chief
Executive Officer of
Quebecor Media Inc., and
Chairman of the Board of
Nurun Inc.
Reginald K. Brack Unrelated
Robert Coallier Unrelated
Marcello A. De Giorgis Unrelated
Raymond Lemay Unrelated
Eileen A. Mercier Unrelated
Robert Normand Unrelated
Alain Rheaume Unrelated
4. (a) Appoint a Committee of Directors The Corporation has not established a Committee with the
responsible for proposing to the full responsibility of recruiting new nominees to the Board.
Board new nominees to the Board and However, the Chairman of the Board solicits, as need be, the
for assessing Directors on an ongoing advice of other members of the Board on new nominees to the
basis Board and assesses same with the input of certain other
members of the Board. While there is no formal process for
assessing Directors on an ongoing basis, the Directors feel
free to discuss specific situations from time to time among
themselves and/or with the Chairman of the Board and if need
be, steps are taken to remedy such situations.
(b) Composed exclusively of outside See 4(a) above
(non-management) Directors, the
majority of whom are unrelated
5. Implement a process for assessing the The Corporation has not felt, up to the present time, that it
effectiveness of the Board, its was necessary to define position descriptions for the Board or
Committees and individual Directors its Committees, nor to implement a formal performance review
process of its individual Directors.
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
6. Provide orientation and education The Corporation does not have any formal orientation and
programs for new Directors education program for new Directors. For general information
purposes, the Corporation has prepared a guide containing
various information regarding the Corporation. This guide is
updated every year and distributed to all Board members. The
Chief Financial Officer also provides to new Directors
historical and prospective information relating to the market
position, operations and financial condition of the
Corporation.
The meetings in which new Directors participate (including
annual strategic planning sessions) as well as discussions
with other Directors and with management permit new Directors
to familiarize themselves rapidly with the operations of the
Corporation.
In addition, in order to make the members of the Board more
familiar with the Corporation's business activities and
principal operations managers, the Board has held meetings
over the past years at its printing facilities located in
various Canadian and U.S. cities (Edmonton, Toronto, Ottawa,
Clarksville and Dallas). Finally, presentations are regularly
made before the Board regarding certain company activities.
7. Consider reducing size of Board, with The Corporation considers that the size of its Board of
a view to improving effectiveness Directors allows it to operate in an efficient manner.
8. Board should review the adequacy and In 2000, the Corporation has implemented a Directors Deferred
form of the compensation of Directors Stock Unit Plan under which at least 50% of each Director's
in light of risks and base compensation is paid to said directors by way of deferred
responsibilities stock units. Such units are redeemed by the Corporation when
the Director ceases to act as Director of the Corporation. The
value of each unit, on the date of grant and on the date of
redemption, is tied to the value of the Corporation's
Subordinate Voting Shares on The Toronto Stock Exchange. By
implementing this plan, the Corporation believes that the
Director's compensation package will be adequately influenced
by the Corporation's general performance.
9. Committees of the Board should The By-laws of the Corporation provide that the Board of
generally be composed of outside Directors may delegate to any of its Board committees, any
(non-management) Directors, a power that the Board may exercise, save those powers any Board
majority of whom are unrelated committee is prohibited from exercising by law. The Board has
Directors established the following committees:
The EXECUTIVE COMMITTEE, is composed of four outside
Directors, two of whom are related (Erik Peladeau and Pierre
Karl Peladeau) and two of whom are unrelated (Raymond Lemay
and Alain Rheaume), and of two members of management (Charles
G. Cavell and Jean Neveu). The Chairman of this Committee is
Jean Neveu. The Executive Committee exercises all the powers
of the Board of Directors in respect of the management and
direction of the business and affairs of the Corporation,
subject to certain restrictions under applicable laws. The
Executive Committee met 15 times during the past fiscal year.
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
The AUDIT COMMITTEE is Composed of three Directors, Robert
Coallier (Chairman), Reginald K. Brack and Robert Normand, all
of them being outside and unrelated Directors. It reviews the
Corporation's annual and quarterly financial statements,
monitors the audit services rendered by the Corporation's
independent auditors and reviews their recommendations and
Management's efforts to follow-up on same, and ensures that
the Corporation has established adequate financial and
accounting control mechanisms. The Audit Committee is
responsible for ensuring the integrity of the Corporation's
internal audit process and of the Corporation's information
management systems. One of the objectives of this committee is
to assist the Corporation's Directors in duly executing their
duties and responsibilities, notably those relating to their
financial accountability. The Audit Committee is also
responsible for the reinforcement of the role of unrelated
directors, by fostering discussions between the Directors, the
members of the Audit Committee, management and the
Corporation's external and internal auditors, ensuring the
discussion and the resolution of questions, if any, pertaining
to the presentation of financial information. The Audit
Committee held 5 meetings during the past fiscal year.
The COMPENSATION COMMITTEE is composed of four outside
Directors, two of whom are related (Erik Peladeau and Pierre
Karl Peladeau) and two of whom are unrelated (Raymond Lemay
and Alain Rheaume), and of one member of management (Jean
Neveu). The Chairman of the Compensation Committee is Raymond
Lemay. The Compensation Committee is responsible for the
establishment of the general compensation policies pertaining
to salaries, bonuses and any other form of compensation for
all of the employees of the Corporation. It establishes the
compensation of the senior executives of the Corporation and
administers the Executive Stock Option Plan, the Employee
Stock Purchase Plan and the Cash Long-Term Incentive Plan. In
addition, it approves the payment of bonuses to officers who
have met or exceeded the requirements of the Corporation's
budgetary forecasts. This Committee also oversees the
Corporation's succession planning in collaboration with the
Executive Committee. The Board of Directors appoints the
Corporation's senior officers upon the recommendation of the
President and Chief Executive Officer. This Committee
periodically reports on its activities to the Corporation's
Board of Directors. The Compensation Committee met 5 times
during the last fiscal year.
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
Finally, in 2000, the PENSION COMMITTEE was composed of three
Directors, Raymond Lemay (Chairman), Marcello A. De Giorgis
and Eileen A. Mercier, all of them being outside and unrelated
Directors. This Committee reviews the policies proposed by the
Corporation's Pension Funds Managers and the performance of
such funds. The Pension Committee also receives and examines
the annual reports tabled by the Corporation's various pension
committees (Canadian, U.S. and others), participates in the
selection of suitable fund managers and reviews the
recommendations of said committees. The Pension Committee then
submits the appropriate recommendations to the Executive
Committee or to the Board of Directors. The Pension Committee
met 4 times during the past fiscal year.
10. Board should expressly assume The general responsibility for corporate governance has not
responsibility for, or assign to a been assigned to a committee of directors, the Corporation
committee the general responsibility being presently of the opinion that such a responsibility
for, approach to corporate governance should remain with the Board of Directors as a whole.
issues
11. (a) Define limits to management's
responsibilities by developing
mandates for:
(i) the Board The Board of Directors is, by law, responsible for managing
the business and affairs of the Corporation. Any
responsibility which is not delegated to either management or
a Board Committee remains with the Board. In general, all
matters of policy and all actions proposed to be taken which
are not in the ordinary course of business, require the prior
approval of the Board or of a Board Committee to which
approval authority has been delegated.
(ii) the CEO See 1(a) above
(b) Board should approve CEO's corporate See 1(a) above
objectives
Given the various approval levels involved in order to
12. Establish procedures to enable the authorize any major commitment, the Corporation has
Board to function independently of established appropriate structures and methods ensuring that
management the Board of Directors can function independently of
management. On February 24, 2000, the Executive Committee
adopted a Schedule of Authority with the objectives of
establishing lines of authority within the Corporation and its
subsidiaries worldwide and to encourage coordination and
cooperation with respect to various matters, including capital
expenditures, client incentives, long-term special changes,
disposal of assets, and acquisitions and divestitures of
businesses. For example, under the Schedule of Authority,
capital expenditures above US$5,000,000 but under
US$10,000,000 must be approved by the Executive Committee,
while capital expenditures of more than US$10,000,000 require
the approval of the Board of Directors.
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CORPORATE GOVERNANCE GUIDELINES COMMENTS
- ------------------------------------------------ --------------------------------------------------------------
In addition to the parameters set forth by the Schedule of
Authority, certain decisions require prior approval by the
Board of Directors. Such decisions include strategic
alliances, acquisition projects, changes to the activities of
the Corporation and any other material decision which, in
management's opinion, requires the Board's approval.
In addition, during its meetings, the Board of Directors of
the Corporation is free to ask one or more members of
management to withdraw during certain discussions and the
Directors of the Corporation would not hesitate to meet
without the presence of the members of management who are also
Directors if the circumstances were to so require.
13. (a) Establish an Audit Committee with a See 9 above
specifically defined mandate
(b) all members should be non-management See 9 above
Directors
14. Implement a system to enable Up to the present time, the members of the Board of Directors
individual Directors to engage have not, on an individual basis, requested the assistance of
outside advisors, at the an outside advisor. However, each Director could, if required,
Corporation's expense retain outside advisors at the Corporation's expense.
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[QUEBECOR WORLD LOGO]
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[QUEBECOR WORLD INC. LOGO]
PROCURATION SOLLICITEE PAR LA DIRECTION DE QUEBECOR WORLD INC.
EN VUE DE L'ASSEMBLEE ANNUELLE ET EXTRAORDINAIRE DES ACTIONNAIRES
Le soussigne, actionnaire de QUEBECOR WORLD INC., nomme par la presente M. Jean
Neveu ou a son defaut, M. Pierre Karl Peladeau ou, a son defaut, M. Charles G.
Cavell, ou *____________________________________________________ en qualite de
fonde de pouvoir du soussigne pour assister, agir et voter au nom et pour le
compte du soussigne A L'ASSEMBLEE ANNUELLE ET EXTRAORDINAIRE DES ACTIONNAIRES DE
QUEBECOR WORLD INC., QUI SE TIENDRA A L'HOTEL WINDSOR, 1170 RUE PEEL, MONTREAL,
QUEBEC, CANADA, LE MERCREDI, 4 AVRIL 2001 A 10H00 (HEURE DE MONTREAL) ET A TOUTE
REPRISE DE SEANCE EN CAS D'AJOURNEMENT. LES DROITS DE VOTE RATTACHES AUX ACTIONS
REPRESENTEES PAR LA PRESENTE PROCURATION SERONT EXERCES CONFORMEMENT AUX
DIRECTIVES DONNEES CI-DESSOUS. TOUTEFOIS, SI AUCUNE DIRECTIVE N'EST DONNEE, LES
DROITS DE VOTE RATTACHES A LA PRESENTE PROCURATION SERONT EXERCES POUR
L'ADOPTION DES PROPOSITIONS ENONCEES A LA PRESENTE.
(veuillez cocher)
(1) Election des administrateurs :
POUR / / ABSTENTION / /
(2) Approbation de la resolution visant l'adoption du regime d'achat d'actions
des employes americains de Quebecor World :
POUR / / CONTRE / /
(3) Nomination de KPMG s.r.l. a titre de verificateurs et autorisation des
administrateurs a fixer leur remuneration :
POUR / / ABSTENTION / /
* UN ACTIONNAIRE A LE DROIT DE NOMMER COMME FONDE DE POUVOIR, UNE PERSONNE
(QUI N'EST PAS TENUE D'ETRE ACTIONNAIRE) AUTRE QUE CELLES DONT LES NOMS SONT
IMPRIMES CI-CONTRE, EN BIFFANT LESDITS NOMS INSCRITS ET EN INSERANT LE NOM
DU REPRESENTANT DE SON CHOIX DANS L'ESPACE PREVU A CETTE FIN.
PROXY SOLICITED BY MANAGEMENT OF QUEBECOR WORLD INC.
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
The undersigned, shareholder of QUEBECOR WORLD INC., hereby appoints Jean Neveu
or failing him, Pierre Karl Peladeau, or failing him, Charles G. Cavell, or
*____________________________________________________ as the proxyholder of the
undersigned to attend, act and vote for and on behalf of the undersigned AT THE
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF QUEBECOR WORLD INC., TO BE HELD AT
THE HOTEL WINDSOR, 1170 PEEL STREET, MONTREAL, QUEBEC, CANADA, ON WEDNESDAY
APRIL 4, 2001 AT 10:00 A.M. (MONTREAL TIME) AND AT ANY AND ALL ADJOURNMENTS
THEREOF. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED PURSUANT TO THE
INSTRUCTIONS GIVEN BELOW. HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL
BE VOTED "FOR" THE PROPOSALS SET OUT HEREIN.
(please check)
(1) Election of Directors :
FOR / / ABSTENTION / /
(2) Approval of the resolution to adopt the Quebecor World USA Employee Stock
Purchase Plan;
FOR / / AGAINST / /
(3) Appointment of KPMG, LLP as auditors and authorization of the Directors to
fix their remuneration;
FOR / / ABSTENTION / /
* A SHAREHOLDER HAS THE RIGHT TO APPOINT AS PROXYHOLDER A PERSON (WHO IS NOT
REQUIRED TO BE A SHAREHOLDER) OTHER THAN THE PERSONS WHOSE NAMES ARE PRINTED
OPPOSITE, BY STRIKING OUT SAID PRINTED NAMES AND INSERTING THE NAME OF HIS
CHOSEN PROXYHOLDER IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE.
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L'ACTIONNAIRE OU SON MANDATAIRE AUTORISE PAR ECRIT DOIT SIGNER LA PRESENTE
PROCURATION OU, SI L'ACTIONNAIRE EST UNE PERSONNE MORALE, LA PROCURATION DOIT
PORTER SON SCEAU, APPOSE PAR UN DIRIGEANT OU UN MANDATAIRE DE CELLE-CI DUMENT
AUTORISE. N'OUBLIEZ PAS DE DATER ET SIGNER LA PRESENTE PROCURATION. SI AUCUNE
DATE N'EST INDIQUEE, LA PROCURATION SERA REPUTEE PORTER LA DATE DE SON ENVOI A
L'ACTIONNAIRE.
LA PRESENTE CONFERE UN POUVOIR DISCRETIONNAIRE A L'EGARD DE TOUTE MODIFICATION
OU VARIATION AUX QUESTIONS PRECISEES DANS L'AVIS DE CONVOCATION OU AUX AUTRES
QUESTIONS POUVANT ETRE DUMENT SOUMISES A L'ASSEMBLEE. LA DIRECTION N'EST AU
COURANT D'AUCUNE MODIFICATION, VARIATION OU AUTRE QUESTION DE LA SORTE POUVANT
ETRE SOUMISE A L'ASSEMBLEE
DATEE ce ........... jour de --------------------------------------------
........................... 2001. Signature de l'actionnaire
VEUILLEZ VOUS REPORTER A LA CIRCULAIRE DE SOLLICITATION
DE PROCURATIONS DE LA DIRECTION CI-JOINTE
THIS PROXY MUST BE EXECUTED BY THE SHAREHOLDER OR HIS/HER ATTORNEY AUTHORIZED IN
WRITING OR, IF THE SHAREHOLDER IS A CORPORATION, UNDER ITS CORPORATE SEAL, BY A
DULY AUTHORIZED OFFICER OR ATTORNEY THEREOF. DO NOT FORGET TO DATE AND SIGN THIS
PROXY. IF THE PROXY IS NOT DATED, IT SHALL BE DEEMED TO BEAR THE DATE ON WHICH
IT IS MAILED TO THE SHAREHOLDER.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED WITH RESPECT TO ANY AMENDMENTS OR
VARIATION TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING. MANAGEMENT IS NOT AWARE OF ANY SUCH
AMENDMENTS, VARIATIONS OR OTHER MATTERS TO BE PRESENTED AT THE MEETING.
DATED this ........... day of --------------------------------------------
........................... 2001. Signature of shareholder
REFERENCE IS MADE TO THE ENCLOSED MANAGEMENT PROXY CIRCULAR
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SIGNATURE
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.
QUEBECOR WORLD INC.
(Signed) Raynald Lecavalier
- ------------------------------------------------------------
By: Raynald Lecavalier
Director, Legal Services and Assistant Secretary
Date: March 1, 2001
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