UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JULY 2006
Commission File Number 1-15114
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
(Registrant's name)
SUITE 355, 10333 SOUTHPORT ROAD S.W.
CALGARY, ALBERTA, CANADA T2W 3X6
(Address of principal executive offices)
1. News Release dated June 29, 2006;
2. Code of Conduct;
3. Annual Return Card Form;
4. Notice of Meeting;
5. Management Information Circular; and
6. Form of Proxy.
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ______
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101 (b)(7):_______
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(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 12g3-2(b): 82-______
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant, Anthony Clark International Insurance Brokers Ltd., has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 4, 2006
ANTHONY CLARK INTERNATIONAL
INSURANCE BROKERS LTD.
By: "Joseph Giuffre"
---------------------------------
Joseph P. Giuffre
Director and Corporate Secretary
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
SUITE 355, 10333 SOUTHPORT ROAD S.W.
CALGARY, ALBERTA T2W 3X6
TEL: (403) 278-8811 - FAX (403) 225-5745
Not for distribution to U.S. newswire services or for dissemination in the U.S.
ANTHONY CLARK SELLS ASSETS OF LOS ANGELES OPERATION
Calgary, Alberta, Canada, June 29, 2006- ANTHONY CLARK INTERNATIONAL INSURANCE
BROKERS LTD. (TORONTO STOCK EXCHANGE: ACL; NASDAQ OTC BULLETIN BOARD: ACKBF)
("ANTHONY CLARK") announces the sale by its wholly owned United States
subsidiary Addison York Insurance Brokers Ltd. ("Addison York") of the fixed
assets and customer accounts ("the Assets") of Johns Insurance Agency, its Los
Angeles, California location in order to better focus its resources in other US
locations.
Addison York sold the "assets" for US$1,300,000 with cash proceeds of $1.1
million on closing, with the remainder to be received over the next two years on
the basis of $100,000 on each of the first and second anniversary dates of the
closing. Cash proceeds of US$750,000 will be used to pay down the Bridge credit
facility with the balance going to working capital of Addison York.
Anthony Clark has expanded principally through internal growth and brokerage
acquisitions and now expects to process approximately US$79,000,000 annually in
insurance preimums.
For further information:
Press Contacts - North America Barry Kaplan
Barry Kaplan Associates
New Jersey
Telephone: (732) 747-0702
Email: smallkap@aol.com
Anthony Clark International Insurance Mr. Tony Consalvo, C.O.O.
Brokers Ltd. Telephone: (403) 225-5100
Email: tony.consalvo@aclarkinsurance.com
On behalf of
ANTHONY CLARK INTERNATIONAL INSURANCE
BROKERS LTD.
"Primo Podorieszach"
Primo Podorieszach, C.E.O.
The TSX has not reviewed and does not accept responsibility for the adequacy or
accuracy of this release.
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
(THE "COMPANY")
CODE OF ETHICS
(Adopted by the Board of Directors on June 12, 2003)
RESPONSIBILITIES OF DIRECTORS, OFFICERS, MANAGERS, AND EMPLOYEES
All managers shall be responsible for the enforcement of and compliance with
this Code of Ethics including necessary distribution to ensure employee
knowledge and compliance. The Board of Directors or other governing body of each
affiliate company shall formally adopt this Code of Ethics as its own, binding
on all directors, officers, and employees of the Company.
All employees are responsible for complying with this Code of Ethics. Any
employee having information concerning any prohibited or unlawful act shall
promptly report such matter to the Chief Financial Officer of the Company at
Suite 355, 10333 Southport Road SW, Calgary, AB, T2W 3X6 or at 1-403-278-8811.
While this is the preferred reporting procedure, employees should feel free to
report to anyone in line management, including the Chief Executive Officer and
Chief Operating Officer. It would also be appropriate to contact the Chair of
the Audit Committee of the Board of Directors at the foregoing address or
telephone number.
Employees should be advised of this reporting obligation and encouraged to
report any prohibited or unlawful activities of which they are aware. There will
be no reprisals for reporting such information and employees should be so
advised.
The outside auditors will also be particularly alert and sensitive to such
compliance. All employees are expected to provide full assistance and disclosure
to external auditors in connection with any review of compliance with this
Policy.
CONFLICTS OF INTEREST
Every employee has a duty to avoid business, financial or other direct or
indirect interests or relationships which conflict with the interests of the
Company or which divide his or her loyalty to the Company. Any activity which
even appears to present such a conflict must be avoided or terminated unless,
after disclosure to the appropriate level of management, it is determined that
the activity is not harmful to the Company or otherwise improper.
A conflict or an appearance of a conflict of interest may arise in many ways.
For example, depending on the circumstances, the following may constitute an
improper conflict of interest:
Ownership of or an interest in a competitor or in a business with which the
Company has or is contemplating a relationship (such as a supplier, customer,
landlord, distributor, licensee/licensor, etc.) either directly or indirectly,
such as through family members.
Profiting, or assisting others to profit, from confidential information or
business opportunities that are available because of employment by the Company.
Providing service to a competitor or a proposed or present supplier or customer
as an employee, director, officer, partner, agent or consultant.
Soliciting or accepting gifts, payments, loans, services or any form of
compensation from suppliers, customers, competitors or others seeking to do
business with the Company. Social amenities customarily associated with
legitimate business relationships are permissible. These include the usual forms
of entertainment such as lunches or dinners as well as occasional gifts of
modest value. While it is difficult to define "customary", "modest", or "usual"
by stating a specific dollar amount, common sense should dictate what would be
considered extravagant or excessive. If a disinterested third party would be
likely to infer that it affected your judgment, then it is too much. All of our
business dealings must be on arm's-length terms and free of any favorable
treatment resulting from the personal interest of our employees. Loans to
employees from financial institutions, which do business with the Company, are
permissible as long as the loans are made on prevailing terms and conditions.
Influencing or attempting to influence any business transactions between the
Company and another entity in which an employee has a direct or indirect
financial interest or acts as a director, officer, employee, partner, agent or
consultant.
DISCLOSURE IS THE KEY. Any employee who has a question about whether any
situation in which he or she is involved amounts to a conflict of interest or
appearance of one should disclose the pertinent details, preferably in writing,
to his or her supervisor. Each supervisor is responsible for discussing the
situation with the employee and arriving at a decision after consultation with
or notice to the appropriate higher level of management.
TO SUMMARIZE, each employee is obligated to disclose his or her own conflict or
any appearance of a conflict of interest. The end result of the process of
disclosure, discussion and consultation may well be approval of certain
relationships or transactions on the ground that, despite appearances, they are
not harmful to the Company. But all conflicts and appearance of conflict of
interest are prohibited, even if they do not harm the Company, unless they have
gone through this process.
RULES AND REGULATIONS
Our business is subject to extensive governmental regulation. It is the
responsibility of the Companies management and employees to be familiar with the
laws and regulations that relate to their business responsibilities and to
comply with them.
If an employee has any question whether a transaction or course of conduct
complies with applicable statutes or regulations, it is the responsibility of
that employee to obtain legal advice from the Company's legal counsel and act in
accordance with that advice. It is the responsibility of each Company's
management to ensure that employees are aware of their responsibilities in this
regard.
The Company must abide by all Securities Laws of both Canada and the United
States to disclose to the public important information regarding the Company.
An employee who knows important information about the Company that has not been
disclosed to the public must keep such information confidential.
It is violation of both Canadian and United States law to purchase or sell
company stock on the basis of such important non-public information. Employees
may not do so and may not provide such information to others for that or any
other purpose.
2
Employees may not buy or sell securities of any other company using important
non-public information obtained in the performance of their duties. Employees
may not provide such information so obtained to others.
OTHER
The Company encourages employees to be involved personally in political affairs.
However, no employee shall directly or indirectly use or contribute funds or
assets of the Company for or to any political party, candidate or campaign
unless such a use or contribution is an accepted practice and lawful in the
country involved and is approved by the Company.
No Company funds or assets shall be used for any unlawful purpose. No employee
shall purchase privileges or special benefits through payment of bribes, illegal
political contributions, or illicit payments.
No undisclosed or unrecorded fund or asset shall be established for any purpose.
No false or artificial entries shall be made in the books and records of the
Company for any reason, and no employee shall engage in any arrangement that
results in such prohibited act, even if directed to do so by a supervisor.
No payment shall be approved or made with the agreement or understanding that
any part of such payment is to be used for any purpose other than that described
by documents supporting the payment.
3
ANNUAL RETURN CARD FORM
(REQUEST FOR FINANCIAL STATEMENTS)
TO: REGISTERED AND NON-REGISTERED SHAREHOLDERS OF
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD. (the "Company")
CUSIP NO. 18145N 10 7
National Instrument 54-101/Communication with Beneficial Owners of Securities of
a Reporting Issuer provides shareholders with the opportunity to elect annually
to have their name added to an issuer's SUPPLEMENTAL MAILING LIST in order to
receive financial statements of the Company. If you are interested in receiving
such statements or other selective shareholder communications, please complete,
sign and mail this form to CIBC MELLON TRUST COMPANY, 600 THE DOME TOWER, 333 -
7TH AVENUE SW, CALGARY, AB T2P 2Z1
[ ] Please add my name to the mailing list for the Company so that I may
receive interim financial statements and related MD&A.
[ ] Please add my name to the mailing list for the Company so that I may
receive annual financial statements and related MD&A.
***************************
Name of Registered/
Non-Registered Shareholder:
----------------------------------------
(Please print)
Address:
----------------------------------------
----------------------------------------
----------------------------------------
Postal Code:
----------------------------------------
SIGNATURE:
--------------------------
DATE:
---------------------
I CERTIFY THAT I AM A REGISTERED/NON-REGISTERED
(PLEASE CIRCLE)
SHAREHOLDER OF ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
*****************************
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD. (hereinafter called the
"Company") will be held in the Willow Park Room, Best Western Hospitality Inn,
135 Southland Drive S.E., Calgary, Alberta ON THURSDAY, AUGUST 3, 2006, AT 9:00
AM (LOCAL TIME) , for the following purposes:
1. To receive the audited consolidated financial statements of the Company for
the fiscal year ended March 31, 2006 (with comparative statements relating
to the preceding fiscal period) together with the report of the auditors
thereon;
2. To appoint the auditor and to authorize the directors to fix their
remuneration;
3. To determine the number of directors at six (6);
4. To elect directors;
5. To transact such further or other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Accompanying this Notice is the Company's annual report with its audited
consolidated financial statements for the fiscal year ended March 31, 2006, an
Information Circular, a form of Proxy and a Request for Financial Statements
Return Card. The accompanying Information Circular provides information relating
to the matters to be addressed at the meeting and is incorporated into this
Notice.
Shareholders are entitled to vote at the meeting either in person or by proxy.
Those who are unable to attend the meeting are requested to read, complete, sign
and mail the enclosed form of proxy in accordance with the instructions set out
in the proxy and in the Information Circular accompanying this Notice. Please
advise the Company of any change in your mailing address.
DATED at Calgary, Alberta, this 22nd day of June, 2006.
BY ORDER OF THE BOARD
"Primo Podorieszach"
Primo Podorieszach
President
ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
Suite 355, 10333 Southport Road S.W.
Calgary, Alberta
T2W 3X6
INFORMATION CIRCULAR
(Containing information as at June 22, 2006 unless otherwise stated)
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation of
proxies by the management of Anthony Clark International Insurance Brokers Ltd.
(the "Company") for use at the Annual General Meeting of Shareholders of the
Company (and any adjournment thereof) to be held on Thursday, August 3, 2006 at
the time and place and for the purposes set forth in the accompanying Notice of
Meeting. While it is expected that the solicitation will be primarily by mail,
proxies may be solicited personally or by telephone by the regular employees of
the Company at nominal cost. All costs of solicitation by management will be
borne by the Company.
The contents and the sending of this Information Circular have been approved by
the directors of the Company.
APPOINTMENT AND REVOCATION OF PROXIES
The individuals named in the accompanying form of proxy are directors of the
Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY
STROKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY
AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM
OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid
unless the completed form of proxy is received by CIBC MELLON TRUST COMPANY of
200 Queens Quay East, Unit 6, Toronto, ON M5A 4K9, not less than 48 hours
(excluding Saturdays, Sundays and holidays) before the time for holding the
meeting or any adjournment thereof.
A shareholder who has given an instrument of proxy may revoke it at any time
prior to the exercise thereof. If a person who has been given a proxy attends
personally at the meeting such person may revoke the proxy and vote in person.
In addition to revocation in any other manner permitted by law, a proxy may be
revoked by instrument in writing executed by the shareholder or his attorney
authorized in writing, or if the shareholder is a company, under its corporate
seal or by an officer or attorney thereof duly authorized and deposited either
with the Corporate Secretary of the Company, or the CIBC Mellon Trust Company,
200 Queens Quay East, Unit 6, Toronto, ON M5A 4K9, at any time up to and
including the last business day preceding the day of the meeting, or any
adjournment thereof, at which the proxy is to be used, or with the Chairman of
such meeting prior to the commencement of the meeting or adjournment thereof,
and upon either of such deposits the proxy is revoked. The revocation of a proxy
does not affect any matter on which a vote has been taken prior to the
revocation.
ADVICE TO BENEFICIAL MEMBERS
Only registered members or duly appointed proxyholders are permitted to vote at
the Meeting. Members who do not hold their shares in their own name (referred to
herein as "Beneficial Members") are advised that only proxies from members of
record can be recognized and voted at the Meeting. Beneficial Members who
complete and return an instrument of proxy must indicate thereon the person
(usually a
brokerage house) who holds their shares as a registered member. Every
intermediary (broker) has its own mailing procedure, and provides its own return
instructions, which should be carefully followed. The instrument of proxy
supplied to Beneficial Members is identical to that provided to registered
members. However, its purpose is limited to instructing the registered member
how to vote on behalf of the Beneficial Member.
If common shares are listed in an account statement provided to a Member by a
broker, then in almost all cases those shares will not be registered in such
Member's name on the records of the Company. Such shares will more likely be
registered under the name of the Member's broker or an agent of that broker. In
Canada, the vast majority of such shares are registered under the name of CDS &
Co. (the registration name for The Canadian Depository for Securities, which
company acts as nominee for many Canadian brokerage firms). Common shares held
by brokers or their nominees can only be voted (for or against resolutions) upon
the instructions of the Beneficial Member. Without specific instructions,
brokers/nominees are prohibited from voting shares for their clients. The
directors and officers of the Company do not know for whose benefit the common
shares registered in the name of CDS & Co. are held.
In accordance with National Instrument 54-101 of the Canadian Securities
Administrators, the Company has distributed copies of the Notice of Meeting,
this Information Circular and the Proxy to the clearing agencies and
intermediaries for onward distribution to non-registered members. Applicable
regulatory policy requires intermediaries/brokers to seek voting instructions
from Beneficial Members in advance of members' meetings unless the Beneficial
Members have waived the right to receive Meeting materials. Every
intermediary/broker has its own mailing procedures and provides its own return
instructions, which should be carefully followed by Beneficial Members in order
to ensure that their common shares are voted at the Meeting. Often the form of
proxy supplied to a Beneficial Member by its broker is identical to the form of
proxy provided by the Company to the registered members. However, its purpose is
limited to instructing the registered member how to vote on behalf of the
Beneficial Member. Should a non-registered member receiving such a form wish to
vote at the Meeting, the non-registered member should strike out the names of
the Management Proxyholders named in the form and insert the non-registered
member's name in the blank provided. The majority of brokers now delegate
responsibility for obtaining instructions from clients to ADP Investor
Communications Services ("ADP"). ADP typically applies a special sticker to the
proxy forms, mails those forms to the Beneficial Members and asks Beneficial
Members to return the proxy forms to ADP. ADP then tabulates the results of all
instructions received and provides appropriate instructions respecting the
voting of common shares to be represented at the Meeting. A Beneficial Member
receiving a Proxy with an ADP sticker on it cannot use that proxy to vote common
shares directly at the Meeting - the proxy must be returned to ADP well in
advance of the Meeting in order to have the common shares voted. All references
to Members in this Information Circular and the accompanying form of Proxy and
Notice of Meeting are to members of record unless specifically stated otherwise.
VOTING OF PROXIES
SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED
IN THE ENCLOSED FORM OF PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND
THE APPOINTMENT OF AUDITORS AS STATED UNDER THOSE HEADINGS IN THIS INFORMATION
CIRCULAR OR WITHHELD FROM VOTING IF SO INDICATED ON THE FORM OF PROXY.
The shares represented by proxies will, on any poll where a choice with respect
to any matter to be acted upon has been specified in the form of proxy, be voted
in accordance with the specification made.
-2-
SUCH SHARES WILL ON A POLL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE
HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE MEMBER.
The enclosed form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the person appointed proxy thereunder to
vote with respect to amendments or variations of matters identified in the
Notice of Meeting, and with respect to other matters which may properly come
before the meeting. In the event that amendments or variations to matters
identified in the Notice of Meeting are properly brought before the meeting or
any further or other business is properly brought before the meeting, it is the
intention of the persons designated in the enclosed form of proxy to vote in
accordance with their best judgment on such matters or business. At the time of
the printing of this Information Circular, the management of the Company knows
of no such amendment, variation or other matter which may be presented to the
meeting.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
Issued and Outstanding: 8,551,978 common shares without par value*
Authorized Capital: unlimited common shares without par value
* as of the record date June 22, 2006
The Company has prepared, as of the close of business on June 22, 2006, a list
of shareholders entitled to receive the Notice of Meeting and indicating the
number of common shares of the Company held by each such shareholder. A holder
of common shares named in the list is entitled to vote the common shares shown
opposite his name at the meeting except to the extent that such holder has
transferred the ownership of his common shares after June 22, 2006, and the
transferee of those shares establishes that he owns the shares and demands, not
later than 10 days before the meeting, that his name be included in the list of
shareholders before the meeting, in which case the transferee is entitled to
vote such shares at the meeting. Any shareholder may examine the list of
shareholders during usual business hours at the offices of the CIBC Mellon Trust
Company, 600 The Dome Tower, 333 - 7th Avenue, Calgary, Alberta, T2P 2Z1 or at
the meeting. The register of transfers will not be closed.
To the knowledge of the directors and senior officers of the Company, there are
no persons or companies who beneficially own, directly or indirectly or exercise
control or direction over shares carrying more than 10% of the voting rights
attached to all outstanding shares of the Company.
ELECTION OF DIRECTORS
The Board of Directors presently consists of seven directors and it is intended
to determine the number of directors at six and to elect six directors for the
ensuing year.
The term of office of each of the present directors expires at the Annual
General Meeting. The persons named below will be presented for election at the
meeting as management's nominees and the persons named in the accompanying form
of proxy intend to vote for the election of these nominees. Management does not
contemplate that any of these nominees will be unable to serve as a director.
Each director elected will hold office until the next annual general meeting of
the Company or until his successor is elected or appointed, unless his office is
earlier vacated in accordance with the Articles of the Company, or with the
provisions of the Business Corporations Act (Alberta).
-3-
In the following table and notes thereto is stated the name of each person
proposed to be nominated by management for election as a director, the country
in which he is ordinarily resident, all offices of the Company now held by him,
his principal occupation, the period of time for which he has been a director of
the Company, and the number of common shares of the Company beneficially owned
by him, directly or indirectly, or over which he exercises control or direction,
as at the date hereof.
Name, Position, Principal Occupation and, IF NOT
Province or State, and at Present an ELECTED Director, Previous Service Number of
Country of Residence(1) Occupation During the Past 5 Years(1) as a Director Shares(2)
----------------------- ------------------------------------- ---------------- ---------
PRIMO PODORIESZACH President of the Company. April 1, 1996 468,630
President, Chief Executive Officer
and Director
British Columbia, Canada
TONY CONSALVO Chief Operating Officer of the Company. April 1, 1996 339,179
Chief Operating Officer and
Director
Alberta, Canada
THOMAS E. MILLEY(5) Lawyer, Partner with the law firm Demiantschuk, June 30, 1999 1,700
Director Milley, Burke & Hoffinger.
Alberta, Canada
DOUGLAS FARMER(3)(4) Branch Manager, First National Financial LP. September 24, 1998 47,500
Director
Alberta, Canada
NORMAND COURNOYER(3)(5) Independent Insurance Consultant. August 16, 2004 Nil
Director
Alberta, Canada
ROBERT SADLEIR(3)(4)(5) Vice-President, Finance, Cal-Gas Inc. from 2003 February 27, 2006 Nil
Director to present; Consultant from 2002-2003; Team
Alberta, Canada Leader, Corporate Reporting, Superior Propane
Inc. from January 2001 to April 2002; Controller,
ICG Propane Inc. from December 1997 to December
2000.
(1) The information as to country of residence and principal occupation, not
being within the knowledge of the Company, has been furnished by the
respective directors individually.
(2) The information as to shares beneficially owned or over which a director
exercises control or direction, not being within the knowledge of the
Company, has been furnished by the respective directors individually as of
June 22, 2006.
(3) Denotes member of Audit Committee.
(4) Denotes member of the Compensation Committee.
(5) Denotes member of Corporate Governance Committee.
-4-
STATEMENT OF EXECUTIVE COMPENSATION
"Named Executive Officer" means: (a) the Chief Executive Officer ("CEO"); (b)
the Chief Financial Officer ("CFO"), regardless of the amount of compensation of
those individuals; (c) the Company's three most highly compensated executive
officers, other than the CEO and CFO, who were serving as executive officers at
the end of the most recently completed fiscal period and whose salary and bonus
exceeds $150,000; and (d) any additional individuals for whom disclosure would
have been provided under (c) except that the individual was not serving as an
officer of the Company at the end of the most recently completed fiscal year.
The Company currently has two Named Executive Officers, Primo Podorieszach and
Mahesh Bhatia. The following table sets forth the compensation awarded, paid to
or earned by the Company's Named Executive Officers during the financial years
ended March 31, 2006, 2005, and 2004.
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------------
Awards
Annual Compensation -----------------------
--------------------------- Securities Restricted
Other Under Shares or Pay-outs All
Annual Options/ Restricted -------- Other
Name and Compen- SARs Share LTIP Compen-
Principal Salary Bonus sation granted Units Pay-outs sation
Position Year(1) ($) ($) ($) (#) ($) ($) ($)
--------- ------- -------- ------ ------- ---------- ---------- -------- -------
Primo 2006 $100,000 Nil Nil Nil N/A N/A Nil
Podorieszach 2005 $100,000 Nil Nil 358,837/0 N/A N/A Nil
President 2004 $100,000 Nil Nil 143,837/0 N/A N/A Nil
& Chief Executive
Officer
Mahesh Bhatia 2006 $90,000 Nil Nil Nil N/A N/A $1,854
Chief Financial 2005 $48,750 $7,500 Nil Nil N/A N/A Nil
Officer(2)
(1) Fiscal years ended March 31, 2006, 2005, and 2004.
(2) Mr. Bhatia was appointed Interim Chief Financial Officer from August 12,
2004 to February 28, 2005. Mr. Bhatia was appointed Chief Financial Officer
on June 15, 2005.
LONG TERM INCENTIVE PLAN AWARDS
Long term incentive plan awards ("LTIP") means "any plan providing compensation
intended to serve as an incentive for performance to occur over a period longer
than one financial year whether performance is measured by reference to
financial performance of the Company or an affiliate, or the price of the
Company's shares but does not include option or stock appreciation rights plans
or plans for compensation through restricted shares or units". The Company has
not granted any LTIP's during the fiscal year ended March 31, 2006.
STOCK APPRECIATION RIGHTS
Stock appreciation rights ("SAR's") means a right, granted by an issuer or any
of its subsidiaries as compensation for services rendered or in connection with
an office or employment, to receive a payment of cash or an issue or transfer of
securities based wholly or in part on changes in the trading price of the
Company's shares. No SAR's were granted to or exercised by the Named Executive
Officers or directors during the fiscal year ended March 31, 2006.
-5-
\
OPTION GRANTS IN LAST FISCAL YEAR
During the financial year ended March 31, 2006, no stock options were granted to
the Named Executive Officers of the Company.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
No stock options were exercised by the Named Executive Officers during the
fiscal year ended March 31, 2006. The following table sets forth details of the
fiscal year-end value of unexercised options on an aggregated basis:
Value of Unexercised
Unexercised Options In-the-Money Options
Securities Aggregate at Fiscal Year-End at Fiscal Year-End
Acquired on Value (#)(1) ($)(1)(2)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---- ----------- --------- ------------------- --------------------
Primo Podorieszach Nil N/A 527,674/Nil Nil/Nil
Mahesh Bhatia Nil N/A Nil/Nil N/A
(1) As freestanding SARs have not been granted, the number of shares relate
solely to stock options.
(2) Based on the closing price of $0.66 for the common shares of the Company on
The Toronto Stock Exchange on March 31, 2006, no options were in-the-money.
PENSION PLANS
The Company does not provide retirement benefits for directors or executive
officers.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
Other than as described below, the Company has not entered into any plans or
arrangements in respect of remuneration received or that may be received by the
Named Executive Officers in the Company's most recently completed financial year
or current financial year in respect of compensating such officers or directors
in the event of termination of employment (as a result of resignation,
retirement, change of control, etc.) or a change in responsibilities following a
change of control, where the value of such compensation exceeds $100,000 per
executive officer or director.
The Company entered into an employment agreement dated April 1, 2003 (the
"Agreements") with Primo Podorieszach (the "CEO") whereby, among other things,
should the Company terminate the CEO without just cause, the CEO will receive
payment equal to 300% of his then current annual base salary.
In addition, should any of the following events occur:
(a) an adverse change in any of the current duties, powers, rights,
discretion, salary or benefits of the CEO;
(b) a diminution of the current title of the CEO
(c) a change in the person or body to whom the CEO currently reports,
except if such person or body is of equivalent rank or stature or such
change is a result of the resignation or
-6-
removal of such person or persons comprising such body, as the case
may be, provided that this does not include a change resulting from a
promotion in the normal course of business;
(d) a change in the municipality at which the CEO currently carries out
his terms of employment with the Company, without the CEO's consent,
unless the CEO's terms of employment include the obligation to receive
geographic transfers from time to time in the normal course of
business; or
(e) the CEO is not nominated as a management nominee of the Board of
Directors of the Company at a general meeting of the shareholders of
the Company,
the CEO will be entitled to terminate his employment with the Company and
receive a payment equal to 300% of his then current annual base salary.
COMPOSITION OF COMPENSATION COMMITTEE
The Company's executive compensation program is administered by a compensation
committee made up of two directors from the board of directors, Douglas Farmer
and Robert Sadleir. The Compensation Committee has, as part of its mandate,
primary responsibility for the appointment and remuneration of executive
officers of the Company. The Board of Directors also evaluates the performance
of the Company's senior executive officers and reviews the design and
competitiveness of the Company's compensation plans.
REPORT ON EXECUTIVE COMPENSATION
Executive Compensation Program
The Company's executive compensation program is based on a pay for performance
philosophy. It is designed to encourage, compensate and reward employees on the
basis of individual and corporate performance, both in the short and the long
term. The Compensation Committee reviews and recommends to the Board of
Directors base salaries based on a number of factors enabling the Company to
compete for and retain executives critical to the Company's long term success.
Incentive compensation is directly tied to corporate and individual performance.
Share ownership opportunities are provided to align the interests of executive
officers with the longer term interests of shareholders. Independent consultants
may be retained on an as needed basis by the Company to assess the executive
compensation program.
Compensation for the Named Executive Officers, as well as for executive officers
as a whole, consists of a base salary, along with annual incentive compensation
in the form of a discretionary annual bonus, and a longer term incentive in the
form of stock options granted. As an executive officer's level of responsibility
increases, a greater percentage of total compensation is based on performance
(as opposed to base salary and standard employee benefits) and the mix of total
compensation shifts towards stock options, thereby increasing the mutuality of
interest between executive officers and shareholders.
-7-
Base Salary
The Chief Executive Officer and Chief Operating Officer approve base salaries
for employees at all levels of the Company based on performance and other
reviews of market data available. The level of base salary for each employee
within a specified range is determined by the level of past performance, as well
as by the level of responsibility and the importance of the position to the
Company.
Annual Bonus
The Board of Directors determines on a discretionary basis, incentive awards or
bonuses to be paid by the Company to all eligible employees in respect of a
fiscal year. Corporate performance is measured by reviewing personal performance
and other significant factors, such as level of responsibility and importance of
the position to the Company. The individual performance factor allows the
Company to recognize and reward those individuals whose efforts have assisted
the Company to attain its corporate performance objective.
Stock Options
The Board has sole discretion to determine the key employees to whom grants will
be made and to determine the terms and conditions of the options forming part of
such grants. The Board approves stock option grants for each level of executive
officer or employee. Individual grants are determined by an assessment of an
individual's current and expected future performance, level of responsibilities
and the importance of the position to the Company.
The number of stock options which may be issued under the Stock Option Plan in
the aggregate and in respect of any fiscal year is limited under the terms of
the Stock Option Plan and cannot be increased without shareholder approval.
Stock options may be granted with or without SARs attached. Existing stock
options/SARs have up to a five year term and are exercisable at the market price
(as defined in the Stock Option Plan) of the Company's common shares on the date
of grant. Generally, a holder of stock options/SARs must be a director, an
employee or consultant of the Company, a subsidiary or an affiliate in order to
exercise stock options/SARs.
2006 Compensation of Senior Executive Officers
The Compensation Committee presented its report to the Board of Directors
concerning an incentive award or bonus to be paid to senior officers of the
Company in respect of the 2006 fiscal year. No incentive award or bonus was paid
in respect of the 2006 fiscal year. In considering whether an incentive award or
bonus should be paid, the Board of Directors takes into account revenues of the
Company and other relevant factors including the senior officers personal
commitment and ongoing contributions in the ongoing success and development of
the Company.
-8-
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following chart compares the yearly percentage change in the cumulative
total shareholder return for $100 invested in the Company's common shares
against the cumulative total shareholder return of the S&P/TSX Composite Index
for the fiscal period commencing March 31, 2001, and ending March 31, 2006.
(PERFORMANCE GRAPH)
March 31 2001 2002 2003 2004 2005 2006
- -------- ------- ------- ------ ------- ------- ------
Company $100.00 $ 20.51 $16.10 $ 22.88 $ 13.56 $11.19
S&P/TSX Composite Index $100.00 $104.88 $86.41 $119.02 $135.60 $73.38
COMPENSATION OF DIRECTORS
No stock options were granted to the Company's directors who are not Named
Executive Officers during the fiscal year ended March 31, 2006.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
No stock options were exercised by the directors who are not Named Executive
Officers during the fiscal year ended March 31, 2006. The following table sets
forth details of the fiscal year-end value of unexercised options/SARs on an
aggregated basis:
Unexercised Value of Unexercised
Options/SARs at Fiscal In-the-Money Options/
Securities Aggregate Year-End SARs at Fiscal Year-End
Acquired on Value (#)(1) ($)(1)(2)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---- ----------- --------- ---------------------- -----------------------
Directors who are not
Named Executive Officers Nil N/A 548,720/Nil Nil/Nil
(1) As freestanding SARs have not been granted under the Stock Option Plan, the
numbers relate solely to stock options.
(2) Based on the closing price of $0.66 for the common shares of the Company on
The Toronto Stock Exchange on March 31, 2006, no options were in-the-money.
-9-
During the most recently completed financial year, directors received
compensation for services provided to the Company in their capacities as
directors, officers and/or consultants and/or experts as follows:
During the fiscal year ended March 31, 2006, the Company was billed
approximately $174,013 for legal fees (excluding disbursements and taxes) by a
law firm in which Thomas Milley, one of the Company's directors, is a partner,
for legal services rendered.
During the fiscal year ended March 31, 2006, the Company was billed
approximately $88,793 for legal fees (excluding disbursements and taxes) by a
law firm in which Joseph Giuffre, one of the Company's directors, is a partner,
for legal services rendered.
Each member of the Audit Committee receives consideration of $1,500 per meeting
attended.
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
During the Company's last completed financial year, no director, executive
officer or senior officer of the Company, proposed management nominee for
election as a director of the Company or each associate or affiliate of any such
director, executive or senior officer or proposed nominee is or has been
indebted to the Company or any of its subsidiaries or is and has been indebted
to another entity where such indebtedness is or has been the subject of a
guarantee, support agreement, letter of credit or other similar arrangement or
understanding provided by the Company or any of its subsidiaries, other than
routine indebtedness. On June 27, 2001, the Company approved and advanced a loan
of $200,000 to Mr. Tony Consalvo, a director of the Company, such loan being
repayable on demand with interest at the prime lending rate and being secured by
a general security agreement and share pledge. As of March 31, 2006, the
outstanding indebtedness has been reduced to $40,000.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth as at the end of the fiscal year ended March 31,
2006, the number of securities authorized for issuance under the Company's Stock
Option Plan which was approved by the shareholders of the Company on May 29,
2000:
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under equity
be issued upon exercise exercise price of compensation plans
of outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
- ------------- ----------------------- -------------------- ----------------------------
Equity compensation plans 1,275,411 $0.99 10% of the issued and
approved by securityholders outstanding common shares of
the Company at the time of
grant less the number of
outstanding options
Equity compensation plans not N/A N/A N/A
approved by securityholders
---------
TOTAL 1,275,411
=========
-10-
STATEMENT OF CORPORATE GOVERNANCE
In accordance with the requirements of National Instrument 58-101 Disclosure of
Corporate Governance Practices and National Policy 58-201 Corporate Governance
Guidelines (the "Guidelines"), the Company is required to give full and complete
disclosure of its systems of corporate governance. The Company's Board of
Directors and senior management regards good corporate governance as fundamental
to the effective and efficient operation of the Company. The following describes
the Company's approach to corporate governance.
BOARD OF DIRECTORS
The Board currently consists of seven directors, Primo Podorieszach, President
and Chief Executive Officer of the Company, Tony Consalvo, Chief Operating
Officer of the Company, Joseph Giuffre, Corporate Secretary of the Company,
Thomas Milley, Douglas Farmer, Normand Cournoyer and Robert Sadleir.
NI 58-101 distinguishes independent and non-independent directors. For the
purposes of NI 58-101, Messrs. Podorieszach, Consalvo and Giuffre do not qualify
as an independent directors as they are executive officers of the Company. Mr.
Milley does not qualify as an independent director as he is a legal advisor to
the Company and receives compensation for his services. Messrs. Farmer,
Cournoyer and Sadleir are independent directors pursuant to NI 58-101.
The Board believes the Company is well served with its current board composition
and that the independence of the Board from management is not compromised. The
Board does not have formal structures or procedures to ensure that the Board
functions independently of management. The Board encourages its independent
directors to meet formally or informally on an as needed basis to facilitate
open and candid discussions on matters affecting the Company. If all management
nominees are elected as directors of the Company, three of six directors will
qualify as independent to ensure there is an appropriate level of independence
on the Board.
The following director of the Company is also a director of another reporting
issuer as set out below:
NAME OF DIRECTOR NAME OF REPORTING ISSUER
- ---------------- -----------------------------
Thomas E. Milley ILI Technologies (2002) Corp.
The Board holds regularly scheduled meetings at least four times per year to
approve the annual and quarterly financial statements of the Company in which
most of its Board members attend in person or by telephone conference. The
independent members of the Board meet on an ad hoc basis during the year either
in person or by telephone conference on an as needed basis to review and discuss
the Company's financial and business activities. During the last completed
financial year, the independent Board members did not meet formally but some of
the independent Board members corresponded informally by email or telephone
conference on at least two occasions to discuss various matters relating to the
Company's business activities and management.
Primo Podorieszach is the Chairman of the Company and is not an independent
director. The Board encourages each of its directors to fully participate in
meetings of its Board of directors and to consult with any of its other
directors on any matters and to form a committee if required and seek legal
advice on any matters concerning the Company, the cost of which is to be borne
by the Company.
-11-
The following is the attendance record of each director for the board meetings
held since the beginning of the last completed financial year are as follows:
NAME OF DIRECTOR BOARD OF DIRECTORS AUDIT COMMITTEE COMPENSATION COMMITTEE
- ---------------- ------------------ --------------- ----------------------
Douglas Farmer 4 of 4 4 of 4 2 of 2
Normand Cornouyer 4 of 4 4 of 4 N/A
Patti Runnalls(1) 2 of 4 2 of 4 N/A
Tony Consalvo 3 of 4 N/A N/A
Joseph P. Giuffre 1 of 4 N/A N/A
Primo Podorieszach 4 of 4 N/A N/A
Thomas Milley(2) 3 of 4 2 of 4 2 of 2
Robert Sadleir(3) 0 of 4 0 of 4 N/A
- ----------
(1) Patti Runnalls ceased to act as a director of the Company on August 15,
2005.
(2) Due to Ms. Runnalls ceasing to act as a director, Thomas Milley joined the
Audit Committee on August 15, 2005, and resigned from the Audit Committee
on February 27, 2006.
(3) Robert Sadleir became a Director and member of the Audit Committee on
February 27, 2006.
BOARD MANDATE
The Board has adopted a written mandate (the "Mandate"). Under its Mandate, the
Board is responsible for the following:
Appointing and Monitoring Senior Management - including appointing the
President, Chief Executive Officer, Chief Operating Officer and Chief Financial
Officer and monitoring and assessing their performance, determining their
compensation and providing advice and counsel in the execution of their duties;
approving the appointment and remuneration of all corporate officers, acting
upon the advice of the Chief Executive Officer; and ensuring management is aware
of the Board's expectations of management.
Strategic Planning - including ensuring there are long-term goals and a
strategic planning process in place for the Company and participating with
management directly or through its committees in developing and approving the
mission of the business of the Company and the strategic plan by which it
proposes to achieve its goals, which strategic plan takes into account, among
other things, the opportunities and risks of the Company's business.
Risk Management - including understanding the principal risks of the business in
which the Company is engaged, achieving a proper balance between risks incurred
and the potential return to shareholders, and ensuring that there are systems in
place which effectively monitor and manage those risks with a view to the
long-term viability of the Company.
Reporting and Communication - including ensuring the Company has policies and
programs in place to enable effective communication with shareholders other
stakeholders and the public generally; ensuring
-12-
financial performance is adequately reported to shareholders, other
securityholders and regulators on a timely and regular basis and that the
financial results are reported fairly and in accordance with generally accepted
accounting standards; ensuring timely reporting of any other significant and
material development which may have a material impact on the value of the
Company; reporting annually to shareholders on the Company's stewardship of the
affairs of the Company for the preceding year; and developing appropriate
measures for receiving shareholder feedback.
Policies, Procedures and Compliance - including ensuring the Company operates at
all times within applicable laws and regulations and to the highest ethical and
moral standards; approving and monitoring compliance with significant polices
and procedures by which the Company is operated.
Monitoring and Acting - including monitoring the Company's progress towards it
goals and objectives and to revise and alter its direction through management in
response to changing circumstances; to take action when performance falls short
of its goals and objectives or when other special circumstances warrant; and to
ensure that the Company has implemented adequate control and information systems
which ensure the effective discharge of its responsibilities; and to make
regular assessments of the Board's effectiveness.
The Board has the responsibility to appoint and delegate responsibilities to
committees where appropriate to do so.
A copy of the Mandate may be obtained by writing to the Company at Suite 355,
10333 Southport Road S.W. Calgary, Alberta T2W 3X6.
POSITION DESCRIPTIONS
The Board has adopted a written position description for the Chairman of the
Company which sets out his roles and responsibilities including leading the
Board in the performance of its duties; monitoring and reporting to the Board on
the effectiveness of the board and of each director; leading the Board's
assessment of the performance of the President and Chief Executive Officer (the
"CEO") and his management team (or, if also serving as President and/or CEO,
delegates this duty to the Corporate Governance Committee); and taking the lead
in the Company's adherence to the highest standards of corporate governance. The
Chairman also acts in an advisory capacity to the President and CEO, the Chief
Operating Officer ("COO"), the Chief Financial Officer ("CFO") and to other
officers on all matters concerning the interests and management of the Company.
In co-ordination with the CEO, the COO and the CFO, the Chairman may play a role
in the Company's external relationships.
The Board has also adopted a written position description for the CEO which sets
out the roles and responsibilities including leading an effective and cohesive
management team, setting the tone for the Company by exemplifying consistent
values of high ethical standards and fairness and leading the Company in
defining its vision. He is the main spokesperson for the Company and bears the
chief responsibility to ensure it meets its short-term operational and long-term
strategic goals. The CEO works with and is accountable to the Board with due
regard to the Board's requirement to be informed and to be independent.
The chairs of the committees are governed by the individual charters of each
committee of which they chair, and any questions regarding their role can be
discussed and clarified with the Chairman of the Board.
-13-
ORIENTATION AND CONTINUING EDUCATION
At present, the Company does not provide a formal orientation and education
program for new directors but provides new directors with an information package
concerning the Company, director responsibility and director liabilities. New
directors will also be given an opportunity to familiarize themselves with the
Company, the current directors and members of management. The Company currently
has no specific policy regarding continuing education for directors, and
requests for continuing education are encouraged, and dealt with on an ad hoc
basis.
ETHICAL BUSINESS CONDUCT
The primary step taken by the Company to encourage and promote a culture of
ethical business conduct is to conduct appropriate due diligence on proposed
directors, and ensure that proposed directors are of the highest ethical
standards. The Board has adopted a written code of ethics that addresses the
following:
- conflicts of interest, including transactions and agreements in
respect of which a director or executive officer has material
interest;
- protection and proper use of corporate assets and opportunities;
- confidentiality of corporate information;
- fair dealing with the Company's security holders, customers,
suppliers, competitors and employees;
- compliance with laws, rules and regulators; and
- reporting of any illegal or unethical behaviour.
A copy of the Code of Ethics may be obtained from SEDAR under the Company's name
at www.sedar.com. The Board does not actively monitor compliance with the Code
of Ethics, but requires prompt notification of apparent or real breaches so that
it may investigate and take action. The Code of Ethics is circulated to all
employees.
NOMINATION OF DIRECTORS
The Board does not presently have a nominating committee. Once a decision has
been made to add or replace a director, the task of identifying new candidates
falls on the Board and management. Proposals are put forth by the Board and
management and considered and discussed. If a candidate is nominated, the Board
and management will conduct due diligence on the candidate to determine if the
candidate is acceptable to be appointed to the Board or be nominated as a
management nominee at the next annual general meeting.
COMPENSATION
The Company has established a Compensation Committee to review the compensation
paid to directors and officers. The Compensation Committee has adopted a written
charter which sets out the responsibilities including:
(a) recommending to the Board human resources and compensation policies
and guidelines for application to the Company;
(b) ensuring that the Company has in place programs to attract and develop
management of the highest calibre and a process to provide for the
orderly succession of management;
-14-
(c) setting the annual salary, bonus and other benefits, direct and
indirect, of the Chief Executive Officer and approving compensation
for all other designated officers in the Company after considering the
recommendations of the Chief Executive Officer, all within the human
resources and compensation policies and guidelines approved by the
Board;
(d) implementing and administering human resources and compensation
policies approved by the Board concerning the following:
(i) executive compensation, contracts, stock plans or other incentive
plans; and
(ii) proposed personnel changes involving officers reporting to the
Chief Executive Officer,
(e) from time to time, reviewing the Company's broad policies and programs
in relation to benefits;
(f) annually receiving from the Chief Executive Officer recommendations
concerning annual compensation policies and budgets for all employees;
(g) from time to time, reviewing with the Chief Executive Officer the
Company's broad policies on compensation for all employees and overall
labour relations strategy for employees;
(h) periodically reviewing the adequacy and form of the compensation of
directors and ensuring that the compensation realistically reflects
the responsibilities and risks involved in being an effective
director, and reporting and making recommendations to the Board
accordingly;
(i) reporting regularly to the Board on all of the Committee's activities
and findings during that year; and
(j) developing a calendar of activities to be undertaken by the Committee
for each ensuing year and submitting the calendar in the appropriate
format to the Board of Directors within a reasonable period of time
following each annual general meeting of shareholders.
The Compensation Committee currently consists of two directors, both of whom are
independent.
OTHER BOARD COMMITTEES
Other than the Audit and Compensation Committees, the Company has a Corporate
Governance Committee, which is currently comprised of three directors, two of
whom are independent. The Corporate Governance Committee is responsible for: (i)
assisting the Board in establishing and maintaining a sound system of corporate
governance through a process of continuing assessment and enhancement; (ii)
ensuring that procedures are in place to monitor the effectiveness of Board
performance, committees of the Board and individual directors; (iii) monitoring,
for the Board, the ongoing application of the Company's corporate governance
principles; (iv) acting as a forum for concerns of individual directors that are
readily discussed in a full Board meeting; and (v) ensuring that clear
definition and separation of the responsibilities of the Board, the Board
committees, the CEO and
-15-
officers of the Company is maintained. The Corporate Governance Committee has
adopted a written charter.
ASSESSMENTS
The Board currently has no formal process for assessing the Board and its
members but expects to have a formal process in place following the next annual
general meeting of shareholders.
APPOINTMENT OF AUDITOR
Management proposes to re-appoint the Company's current auditor, D&H Group LLP,
Chartered Accountants, at the Meeting. Shareholders will be asked to approve the
appointment of D&H Group LLP, Chartered Accountants, as the auditor of the
Company to hold office until the next annual general meeting of the shareholders
at a remuneration to be fixed by the Board. D&H Group LLP have been the auditor
of the Company since April 2005.
AUDIT COMMITTEE
Information concerning the Company's Audit Committee is set out under the
heading "Audit Committee" in the Company's Annual Information Form ("AIF") dated
June 29, 2006 which contains information for the year ended March 31, 2006. The
AIF may be obtained from SEDAR under the Company's name at www.sedar.com.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Other than as set forth elsewhere in this Information Circular and other than
transactions carried out in the normal course of business of the Company or any
of its affiliates, none of the directors or senior officers of the Company, any
shareholder beneficially owning shares carrying more than 10% of the voting
rights attached to the shares of the Company nor an associate or affiliate of
any of the foregoing persons had since April 1, 2005 any material interest,
direct or indirect, in any transactions which materially affected the Company or
any of its subsidiaries or in any proposed transaction which has or would
materially affect the Company or any of its subsidiaries.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than as set forth in this Information Circular, no director or senior
officer of the Company, at any time since the beginning of the Company's last
financial year, nor any associate or affiliate of any of the foregoing, has any
material interest, directly or indirectly, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon.
OTHER MATTERS
Management knows of no other matters to come before the Meeting other than those
referred to in the Notice of Meeting accompanying this Circular. However, if any
other matters properly come before the Meeting, the Shares represented by the
Proxy solicited hereby will be voted on such matter in accordance with the best
judgment of the persons voting by proxy.
-16-
ADDITIONAL INFORMATION
Additional information relating to the Company is available under the Company's
profile on SEDAR at www.sedar.com. Financial information relating to the Company
is provided in the Company's comparative financial statements and management
discussion and analysis ("MD&A") for the financial year ended March 31, 2006.
Shareholders may contact the Company to request copies of the financial
statements and MD&A by mail to Suite 355, 10333 Southport Road SW, Calgary,
Alberta T2W 3X6 or by fax to 403-225-5745.
CERTIFICATE
The foregoing contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary to
make a statement misleading in the light of the circumstances in which it was
made.
DATED: June 22, 2006.
"Primo Podorieszach" "Mahesh Bhatia"
- ------------------------------------- -------------------------------------
Primo Podorieszach, Mahesh Bhatia
Chief Executive Officer Chief Financial Officer
-17-
PROXY
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD. (THE "COMPANY")
TO BE HELD AT THE Willow Park Room, Best Western Hospitality Inn, 135 Southland Drive S.E., Calgary, Alberta ON THURSDAY, AUGUST 3,
2006, AT 9:00 AM (LOCAL TIME)
THE UNDERSIGNED MEMBER ("Registered Shareholder") of the Company hereby appoints Primo Podorieszach, President of the Company, or
failing this person, Tom Milley, Director of the Company, or in the place of the foregoing, ______________________________________
as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on
behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting of the Registered
Shareholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned
Registered Shareholder were present at the said Meeting, or any adjournment thereof.
The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the
Registered Shareholder as specified herein.
RESOLUTIONS (For full detail of each item, please see the enclosed Notice of Meeting and Information Circular)
1. To appoint D&H Group LLP as Auditor of 9. To transact such other business as FOR AGAINST
the Company FOR WITHHOLD may properly come before the
meeting.
2. To determine the number of Directors at
SIX (6) FOR AGAINST The undersigned Registered Shareholder hereby revokes any
proxy previously given to attend and vote at said Meeting.
3. To elect as Director, PRIMO PODORIESZACH FOR WITHHOLD
SIGN HERE: ________________________________________
4. To elect as Director, TONY CONSALVO ________ ________
Please Print Name: ________________________________________
5. To elect as Director, DOUGLAS FARMER ________ ________
Date: ________________________________________
6. To elect as Director, THOMAS MILLEY ________ ________
Number of Shares ________________________________________
7. To elect as Director, NORMAND COURNOYER ________ ________
Represented by Proxy: ________________________________________
8. To elect as Director, ROBERT SADLEIR ________ ________
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED.
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE
INSTRUCTIONS FOR COMPLETION OF PROXY
1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY.
2. This form of proxy ("Instrument of Proxy") MUST BE SIGNED BY YOU, the Registered Shareholder, or by your attorney duly
authorized by you in writing, or, in the case of a company, by a duly authorized officer or representative of the company; and
IF EXECUTED BY AN ATTORNEY, OFFICER, OR OTHER DULY APPOINTED REPRESENTATIVE, the original or a notarial copy of the instrument
so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must
accompany the Instrument of Proxy.
3. IF THIS INSTRUMENT OF PROXY IS NOT DATED in the space provided, authority is hereby given by you, the Registered Shareholder,
for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered
Shareholder, by July 14, 2006.
4. A REGISTERED SHAREHOLDER WHO WISHES TO ATTEND THE MEETING AND VOTE ON THE RESOLUTIONS IN PERSON, may simply register with the
scrutineers before the Meeting begins.
5. A REGISTERED SHAREHOLDER WHO IS NOT ABLE TO ATTEND THE MEETING IN PERSON BUT WISHES TO VOTE ON THE RESOLUTIONS, may do the
following:
(a) APPOINT ONE OF THE MANAGEMENT PROXYHOLDERS named on the Instrument of Proxy, by leaving the wording appointing a nominee
as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the
appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a
resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each
matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified
in this Instrument of Proxy;
OR
(b) APPOINT ANOTHER PROXYHOLDER, who need not be a Registered Shareholder of the Company, to vote according to the Registered
Shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person
you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified,
the proxyholder has discretionary authority to vote as the proxyholder sees fit.
6. THE SECURITIES REPRESENTED BY THIS INSTRUMENT OF PROXY WILL BE VOTED OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE REGISTERED SHAREHOLDER ON ANY POLL of a resolution that may be called for and, if the Registered
Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further,
the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the
resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its
sole discretion sees fit.
If a Registered Shareholder has submitted an Instrument of Proxy, THE REGISTERED SHAREHOLDER MAY STILL ATTEND THE MEETING AND MAY
VOTE IN PERSON. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of
the Meeting and revoke, in writing, the prior votes.
To be represented at the Meeting, this proxy form must be received at the office of CIBC MELLON TRUST COMPANY by mail or by fax no
later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment
thereof. The mailing address is:
CIBC MELLON TRUST COMPANY
PROXY DEPT
200 QUEENS QUAY EAST, UNIT 6
TORONTO, ON M5A 4K9
FAX: (416)368-2502