Compensation and Attendance of the Board
Compensation of Directors
Each director of Horizon who was not an employee of Horizon was paid fees of $1,500 for each meeting of the Board attended in person or by telephone. In addition, each director who was not an employee of Horizon received an annual retainer of $25,000, with the Lead director receiving an annual retainer of $27,500. The Chairman of the Audit Committee received an additional annual retainer of $7,500 and the Chairman of each of the HS&E Committee and Corporate Governance and Compensation Committees received an additional retainer of $5,000. Each committee member was paid fees of $1,000 for each committee meeting attended in person or by telephone. In addition, non-management directors can request payment of $1,000 per travel day (two day maximum) to attend Board meetings in person.
Ms. Blondin-Andrew, Mr. Newmark and Mr. Swanberg were granted 20,000 options to purchase Common Shares on July 25, 2006. Mr. Graham was granted 20,000 options to purchase Common Shares on March 15, 2007. Ms. Blondin-Andrew, Mr. Graham, Mr. Grant, Mr. Newmark and Mr. Swanberg were granted an additional 30,000 options to purchase Common Shares on December 3, 2009. On December 3, 2009, the Lead Director was granted an additional 10,000 options to purchase Common Shares. On May 10, 2010, Mr. Trembley was granted 30,000 options to purchase Common Shares. Mr. Peterson was granted 725,000 options to purchase Common Shares for serving as an officer and a director of the Corporation, and Mr. German was granted 550,000 options to purchase Common Shares for serving as an officer and a director of the Corporation.
Summary of Board Meeting Attendance
The Board held 6 meetings in 2010, with all directors attending all meetings in person or by telephone.
| DIRECTOR | BOARD MEETING ATTENDED (1) | BOARD MEETING FEES $ | COMMITTEE MEETINGS ATTENDED (1) | COMMITTEE MEETING FEES $ | TRAVEL ALLOWANCE | COMMITTEE AND/OR BOARD RETAINERS $ | TOTAL FEES PAID $ |
| Ethel Blondin-Andrew (2) | 6 of 6 | 9,000 | 2 of 2 Governance(3) | 2,000 | 10,000 | 25,000 | 50,000 |
| 1 of 1 Governance/Comp | 1,000 | -- | -- | -- | |||
| 3 of 3 HS&E | 3,000 | -- | -- | -- | |||
| Bob German | 4 of 6 (3) | Nil | Nil | Nil | Nil | Nil | Nil |
| Roderick Graham | 6 of 6 | 9,000 | 2 of 2 Governance(3) | 2,000 | -- | 35,000 | 53,000 |
| 2 of 2 Compensation(3) | 2,000 | -- | -- | -- | |||
| 1 of 1 Governance/Comp(3) | 1,000 | -- | -- | -- | |||
| 4 of 4 Audit | 4,000 | -- | -- | -- | |||
| Steve Grant | 6 of 6 | 9,000 | 2 of 2 Compensation(3) | 2,000 | 10,000 | 25,000 | 51,000 |
| 1 of 1 Governance/Comp(3) | 1,000 | -- | -- | -- | |||
| 4 of 4 Audit | 4,000 | -- | -- | -- | |||
| Bruce Mullen | 2 of 6 (4) | 3,000 | 2 of 2 Compensation(3) | 2,000 | -- | 23,233 | 30,333 |
| 0 of 1 Governance/Comp(3) | 0 | -- | -- | -- | |||
| 2 of 4 Audit(6) | 2,000 | -- | -- | -- | |||
| 0 f 4 HS&E(7) | 0 | -- | -- | -- | |||
| Russell Newmark | 6 of 6 | 9,000 | 2 of 2 Governance(3) | 2,000 | -- | 30,000 | 48,000 |
| 2 of 2 Compensation | 2,000 | -- | -- | -- | |||
| 1 of 1 Governance/Comp(3) | 1,000 | -- | -- | -- | |||
| 4 of 4 Audit | 4,000 | -- | -- | -- | |||
| Ric Peterson (7) | 6 of 6 | Nil | Nil | Nil | -- | Nil | Nil |
| Shane Stampe | 2 of 6 (8) | Nil | 2 of 2 HS&E(9) | 2,000 | -- | Nil | Nil |
| Dean Swanberg | 6 of 6 | 9,000 | 3 of 3 HS&E | 3,000 | 1,000 | 30,000 | 43,000 |
| Dale E. Tremblay | 4 of 6 (9) | 6,000 | 2 of 4 Audit(11) | 2,000 | -- | 12,500 | 21,500 |
| 1 of 3 HS&E(12) | 1,000 | -- | -- | ||||
| TOTAL | 296,833 |
NOTES:
(1) Attendance in person or by telephone.
(2) Ms. Blondin-Andrew did not stand for re-election at the annual meeting of shareholders held on May 5, 2011.
(3) There were two meetings of the corporate Governance and Nominating Committee prior to it combining with the Compensation Committee on May 5, 2010 to form the Corporate Governance and Compensation Committee.
(4) Mr. German was elected to the Board on May 5, 2010. Mr. German attended all meetings of the Board subsequent to his appointment. Mr. German is President and CEO of Horizon, is not a member of a Board Committee nor does he receive meeting fees.
(5) Mr. Mullen resigned from the Board on November 8, 2010.
(6) Mr. Mullen was a member of the Audit Committee until May 5, 2010. Mr. Mullen attended all meetings of the Audit Committee prior to May 5, 2010.
(7) Mr. Mullen was appointed to the HS&E Committee on May 5, 2010. One meeting of the HS&E Committee was held subject to Mr. Mullen's appointment to the HS&E Committee. Mr. Mullen resigned form the Board on November 8, 2010.
(8) Mr. Peterson was the Executive Chairman of Horizon, was not a member of a board committee nor did he receive meeting fees.
(9) Mr. Stampe was the Vice President of Horizon North Camp & Catering Inc., managing partner of Horizon North Camp & Catering Partnership until December 31, 2009 and did not receive meeting fees. Mr. Stampe did not stand for re-election at the annual meeting of shareholders held on May 5, 2010. Mr. Stampe attended all of the Board meetings held prior to May 5, 2010. Mr. Stampe also attended all of the HS&E Committee meetings held prior to May 5, 2010.
(10) Mr. Tremblay was elected to the Board on May 5, 2010. Mr. Tremblay attended all of the Board meetings held subsequent to his appointment.
(11) Mr. Tremblay was elected to the Board on May 5, 2010 and subsequently, appointed to the Audit Committee. Mr. Tremblay attended all of the Audit Committee meetings held subsequent to his appointment to the Audit Committee.
(12) Mr. Tremblay was elected to the Board on May 5, 2010 and subsequently appointed to the HS&E Committee. Mr. Tremblay attended all of the HS&E Committee meetings held subsequent to his appointment to the HS&E Committee.