Form 6-K METHANEX CORP For: Dec 31

March 24, 2022 2:17 PM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 6-K
  
 
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 2022
COMMISSION FILE NUMBER 000-20115
 
 
METHANEX CORPORATION
(Registrant’s name)
 
 

SUITE 1800, 200 BURRARD STREET, VANCOUVER, BC V6C 3M1 CANADA
(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  ý
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): ¨
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): ¨











IMPORTANT INFORMATION FOR SHAREHOLDERS

Notice of the Annual General Meeting of Shareholders
and
Information Circular
March 10, 2022


march16logoa03.jpg





TABLE OF CONTENTS
 
 page
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
INFORMATION CIRCULAR
PART I VOTING
PART II BUSINESS OF THE MEETING
RECEIVE THE FINANCIAL STATEMENTS
ELECTION OF DIRECTORS
REAPPOINTMENT AND REMUNERATION OF AUDITORS
ADVISORY "SAY ON PAY" VOTE ON APPROACH TO EXECUTIVE COMPENSATION
PART III CORPORATE GOVERNANCE
PART IV COMPENSATION
COMPENSATION OF DIRECTORS
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
STATEMENT OF EXECUTIVE COMPENSATION
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
PART V OTHER INFORMATION
NORMAL COURSE ISSUER BID
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
SHAREHOLDER PROPOSALS
ADDITIONAL INFORMATION
APPROVAL BY DIRECTORS
SCHEDULE A
METHANEX CORPORATE GOVERNANCE PRINCIPLES
A-1




METHANEX CORPORATION
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting (the "Meeting") of the shareholders of Methanex Corporation (the "Company") will be held at the following time and place:
 
DATE:Thursday, April 28, 2022
TIME:10:00am (Pacific Time)
PLACE:
In person:
1800-200 Burrard Street
Vancouver, British Columbia

Online via live audio webcast:
https://web.lumiagm.com/272370848 | Password: methanex2022
Please refer to the instructions in the accompanying Information Circular

The Meeting is being held for the following purposes:
1.to receive the Consolidated Financial Statements of the Company for the financial year ended December 31, 2021 and the Auditors’ Report on such statements;
2.to elect directors;
3.to reappoint the auditors and authorize the Board of Directors to fix the remuneration of the auditors;
4.to consider and approve, on an advisory basis, a resolution to accept the Company’s approach to executive compensation disclosed in the accompanying Information Circular; and
5.to transact such other business as may properly come before the Meeting.
 
If you hold common shares of the Company and do not expect to attend the Meeting in person or online via the live audio webcast, please complete the enclosed proxy form and either fax it to 1 416 368 2502 or toll-free in North America to 1 866 781 3111 or forward it to TSX Trust Company using the envelope provided with these materials. Proxies must be received no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for commencement of the Meeting or any postponement or adjournment thereof.
The Company intends to hold the Meeting in person and online via a live audio webcast. Due to the ongoing COVID-19 pandemic, and in order to protect the health and safety of the Company's shareholders and employees, we strongly recommend that shareholders exercise their right to vote by proxy prior to the Meeting, through any of the methods described in the accompanying Information Circular, or participate in the Meeting via the live audio webcast as described in the accompanying Information Circular. We request that shareholders forego attending the Meeting in person.
The Company will continue to monitor the COVID-19 pandemic and the applicable public health orders, and will comply with all COVID-19 related orders and regulations at the Meeting. The Company reserves the right to take any additional precautionary measures it deems appropriate.
DATED at the City of Vancouver, in the Province of British Columbia, this 10th day of March, 2022.
 
BY ORDER OF THE BOARD OF DIRECTORS
kpsignaturea06a.jpg
Kevin Price
General Counsel & Corporate Secretary
 



METHANEX CORPORATION
INFORMATION CIRCULAR
Information contained in this Information Circular is given as at March 10, 2022 unless otherwise stated.
PART I VOTING
Solicitation of proxies
This Information Circular is provided in connection with the solicitation of proxies by or on behalf of the management and Board of Directors (the "Board") of Methanex Corporation (the "Company", "we" or "our", as applicable) for use at the Annual General Meeting (the "Meeting") of the shareholders of the Company to be held at the time and place (including any adjournment or postponement thereof) and for the purposes described in the accompanying Notice of Annual General Meeting of Shareholders.
It is anticipated that this Information Circular and the accompanying proxy form will be mailed on or about March 24, 2022 to holders of common shares of the Company ("Common Shares").
Notice-and-Access
This year we are using notice-and-access to deliver this Information Circular (the "Circular") to our registered and non-registered shareholders. While you will still receive a form of proxy or voting instruction form in the mail so you can vote your shares, instead of receiving a paper copy of the Circular, you will receive a notice outlining the matters to be addressed at the meeting and explaining how you can access the Circular electronically and how to request a paper copy. Notice-and-access is environmentally friendly and cost effective as it reduces paper, printing and postage costs.
You may request a paper copy of the Circular, at no cost, at any time prior to the Meeting and up to one year from the date the Circular was filed on SEDAR (www.sedar.com). Registered shareholders, or shareholders without a control number, may request a paper copy by calling (English) 1-844-916-0609 or from outside North America 1-303-562-9305 or (French) 1-844-973-0593 or from outside North America 1-303-562-9306. Non-registered shareholders may request a paper copy by visiting http://www.proxyvote.com or by calling 1-877-907-7643 (toll free in Canada and the United States) and entering the control number located on the voting instruction form provided to you and following the instructions. If you are calling from outside Canada or the United States, you can call (English) 1-303-562-9305 or (French) 1-303-562-9306 to request a paper copy of the Circular. If you request a paper copy of the Circular, you will not receive a new proxy form or voting instruction form with it, so you should keep the original form sent to you in order to vote.
How do I access the Meeting online?
Due to the ongoing COVID-19 pandemic, and in order to protect the health and safety of the Company's shareholders and employees, we strongly recommend that shareholders participate in the Meeting online via the live audio webcast. Please refer to "Voting Online" (below) for instructions on how to access the Meeting online.
What will be voted on at the Meeting?
Shareholders will be voting on those matters that are described in the accompanying Notice of Annual General Meeting of Shareholders. The Notice includes all the matters to be presented at the Meeting that are presently known to management. A simple majority (that is, greater than 50%) of the votes cast, in person, online via the live audio webcast or by proxy, will constitute approval of these matters, other than the election of directors and the appointment of auditors.
Who is entitled to vote?
Only registered holders of Common Shares ("Registered Shareholders") at the close of business on February 28, 2022 (the "Record Date") are entitled to vote at the Meeting or at any adjournment or postponement thereof. Each Registered Shareholder will have one vote for each Common Share held at the close of business on the Record Date. As of March 10, 2022, there were 73,588,866 Common Shares outstanding. To the knowledge of the directors and senior officers of the Company, the only person who beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying 10% or more of the voting rights of the Company was M&G Investment Management Limited ("M&G") and FIL Limited ("FIL"). Based on information filed by M&G, M&G owned 14,716,679 Common Shares1 which represent 20% of the Common Shares
1This information was obtained by the Company from a Schedule 13G filing available at www.sec.gov. Shares beneficially owned by M&G, or over which M&G exercises control or direction, may include Common Shares owned by certain of its affiliates and associates.
1


outstanding as at March 10, 2022. Based on information filed by FIL, FIL owned 8,713,631 Common Shares2 which represents 11.8% of the Common Shares outstanding as at March 10, 2022.
Can I vote Common Shares that I acquired after the Record Date (February 28, 2022)?
No. Only Common Shares that are held by a shareholder at the close of business on the Record Date are entitled to be voted at the Meeting.
Registered Shareholders - How do I vote?
If you are a Registered Shareholder, there are three ways in which you can vote your Common Shares. You can (1) vote online during the live audio webcast; (2) vote by proxy (the proxyholder can vote either online during the Meeting or in person); or (3) vote in person at the Meeting.
Due to public health restrictions on gatherings related to the COVID-19 pandemic, and in order to protect the health and safety of the Company's shareholders and employees, we strongly recommend that shareholders exercise their right to vote prior to the Meeting or vote during the Meeting online, as described below.
 
Voting online
You can vote during the Meeting by online ballot through the live audio webcast platform.
You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible by logging in early. Please do not use Internet Explorer.

It is your responsibility to ensure internet connectivity for the duration of the Meeting and you should allow ample time to log in to the Meeting online before it begins.

Caution: Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the Meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as a proxyholder) that attend the Meeting online will be able to vote by completing a ballot online during the Meeting through the live audio webcast platform.
a.Step 1: Log in online at https://web.lumiagm.com/272370848
b.Step 2: Follow these instructions:

Registered shareholders: Click “I have a control number” and then enter your control number and password methanex2022 (case sensitive). The control number located on the form of proxy or in the email notification you received from the transfer agent, TSX Trust Company ("TSX Trust"), is your control number. If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.
Duly appointed proxyholders: Click “I have a control number” and then enter your control number and password methanex2022 (case sensitive). Proxyholders who have been duly appointed and registered with TSX Trust will receive a control number by email from TSX Trust after the proxy voting deadline has passed. To become a duly appointed proxyholder, please see "Voting by proxy - online during the Meeting" below.
Voting by proxy - online during the Meeting
For a proxyholder to vote online during the Meeting they must obtain a control number. To do this you must complete the additional step of registering the proxyholder by either calling TSX Trust at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 10:00am (PT) on Tuesday, April 26, 2022, or by completing the electronic form (in English) at https://www.tsxtrust.com/control-number-request by 10:00am PT on Tuesday, April 26, 2022. TSX Trust will then provide the proxyholder with a control number by email after the proxy voting deadline has passed. The control number is the proxyholder’s username for the purposes of logging into the Meeting. Failing to register your proxyholder online will result in the proxyholder not receiving a control number, which is required to vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest.
2 This information was obtained by the Company from a Schedule 13G filing available at www.sec.gov. Shares beneficially owned by FIL, or over which FIL exercises control or direction, may include Common Shares owned by certain of its affiliates and associates.
2


Voting by proxy - in person at the Meeting
If you do not plan to come to the Meeting, you can have your vote counted by appointing someone who will attend the Meeting as your proxyholder. In the proxy, you can either direct your proxyholder as to how you want your Common Shares to be voted or let your proxyholder choose for you. You can always revoke your proxy if you decide to attend the Meeting and wish to vote your Common Shares at the Meeting.
Voting in person
Registered Shareholders who will attend the Meeting and wish to vote their Common Shares in person should not complete a proxy form. Your vote will be taken and counted at the Meeting. Please register with the transfer agent, TSX Trust, when you arrive at the Meeting.
Due to the ongoing COVID-19 pandemic, and in order to protect the health and safety of the Company's shareholders and employees, we strongly recommend that shareholders exercise their right to vote by proxy prior to the Meeting or participate and vote online during the Meeting, each as described above.
What if I am not a Registered Shareholder?
Many shareholders are “non-registered shareholders.” Non-registered shareholders are shareholders whose shares are registered in the name of an intermediary (such as a bank, trust company, securities broker, trustee or custodian). Unless you have previously informed your intermediary that you do not wish to receive materials relating to the Meeting, you should receive or have already received from your intermediary either a request for voting instructions or a proxy form.
Intermediaries have their own mailing procedures and provide their own instructions to shareholders. These procedures may allow you to provide your voting instructions by telephone, on the Internet, by mail or by fax. You should carefully follow the directions and instructions received from your intermediary to ensure that your Common Shares are voted at the Meeting.
If you wish to vote in person at the Meeting, you should follow the procedure in the directions and instructions provided by or on behalf of your intermediary. Please register with the transfer agent, TSX Trust, when you arrive at the Meeting. Due to the ongoing COVID-19 pandemic, and in order to protect the health and safety of the Company's shareholders and employees, we strongly recommend that non-registered shareholders exercise their right to vote by proxy prior to the Meeting following the instructions provided by the intermediary.
Non-registered shareholders who wish to vote online at the Meeting need to duly appoint themselves as a proxyholder to obtain a control number. A control number is required to be able to log in and vote online at the Meeting. Please refer to "Voting by proxy - online during the Meeting" above, for instructions on how to obtain a control number. Once a control number is obtained you will be able to log in to the Meeting and vote by completing a ballot online during the Meeting through the live audio webcast platform. Please refer to "Voting online" above for instructions on how to log in as a duly appointed proxyholder.
Non-registered shareholders who have not duly appointed themselves as proxyholder and do not have a control number will not be able to vote at the Meeting but will be able to participate as a guest. Please refer to "What if I don't have a control number" below for instructions on how to attend the Meeting as a guest.
What if I don't have a control number?
If you do not have a control number you can attend the Meeting as a guest. Log in as outlined in 'Voting Online" above. Click “Guest” and then complete the online form. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) will be able to listen to the Meeting but will not be able to vote during the Meeting.
What is a proxy?
A proxy is a document that authorizes someone else to attend the Meeting and cast your votes for you. Registered Shareholders may use the proxy form, or any other valid proxy form, to appoint a proxyholder. The proxy form authorizes the proxyholder to vote and otherwise act for you at the Meeting, including any continuation after the adjournment or postponement of the Meeting.
If you are a Registered Shareholder and you complete the proxy, your Common Shares will be voted as instructed. If you do not mark any boxes, your proxyholder can vote your shares at his or her discretion. See "How will my Common Shares be voted if I give my proxy?" below.

3


How do I appoint a proxyholder?
Your proxyholder is the person you appoint and name on the proxy form to cast your votes for you. You can choose anyone you want to be your proxyholder. Your proxyholder does not have to be another shareholder. Just fill in the person’s name in the blank space provided on the enclosed proxy form or complete any other valid proxy form and deliver it to TSX Trust within the time specified below for receipt of proxies.
If you leave the space on the proxy form blank, either Douglas Arnell or John Floren, both of whom are named in the form, are appointed to act as your proxyholder. Mr. Arnell is the Chair of the Board and Mr. Floren is the President and Chief Executive Officer of the Company.
For the proxy to be valid, it must be completed, dated and signed by the Registered Shareholder (or the Registered Shareholder’s attorney as authorized in writing) and then delivered to the Company’s transfer agent, TSX Trust, in the envelope provided or by fax to 1 416 368 2502 or toll-free in North America to 1 866 781 3111 and received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment or postponement thereof.
How will my Common Shares be voted if I give my proxy?
If you have properly filled out, signed and delivered your proxy, then your proxyholder can vote your shares for you at the Meeting. If you have specified on the proxy form how you want to vote on a particular issue (by marking FOR, AGAINST or WITHHOLD), then your proxyholder must vote your Common Shares accordingly.
If you have not specified how to vote on a particular issue, then your proxyholder will vote your Common Shares as he or she sees fit. However, if you have not specified how to vote on a particular issue and Mr. Arnell or Mr. Floren has been appointed as proxyholder, your Common Shares will be voted in favour of all resolutions proposed by management. For more information on these resolutions, see "Part II BUSINESS OF THE MEETING." The form of proxy confers discretionary authority upon the proxyholder you name with respect to amendments or variations to the matters identified in the accompanying Notice of Annual General Meeting of Shareholders and any other matters that may properly come before the Meeting. If any such amendments or variations are proposed to the matters described in the Notice, or if any other matters properly come before the Meeting, your proxyholder may vote your Common Shares as he or she considers best.
How do I revoke a proxy?
Only Registered Shareholders have the right to revoke a proxy. Non-registered shareholders who wish to change their voting instructions must, in sufficient time in advance of the Meeting, arrange for their intermediaries to change their vote and if necessary revoke their proxy.
If you are a Registered Shareholder and you wish to revoke your proxy after you have delivered it, you can do so at any time before it is used. You or your authorized attorney may revoke a proxy by (i) clearly stating in writing that you want to revoke your proxy and delivering this revocation by mail to Proxy Department, TSX Trust Company, P.O. Box 721, Agincourt, ON M1S 0A1, Canada or by fax to 1 416 368 2502 or toll-free in North America to 1 866 781 3111, or by mail to the registered office of the Company, Suite 1800, 200 Burrard Street, Vancouver, BC V6C 3M1, Canada, Attention: Corporate Secretary, or by fax to the Company to 1 604 661 2602, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof or (ii)  any other manner permitted by law. Revocations may also be hand-delivered to the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof. Such revocation will have effect only in respect of those matters upon which a vote has not already been cast pursuant to the authority confirmed by the proxy. If you revoke your proxy and do not replace it with another in the manner described in "How do I appoint a proxyholder?" above, you will be able to vote your Common Shares in person at the Meeting.
Who pays for this solicitation of proxies?
The cost of this solicitation of proxies is paid by the Company. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone or other means of communication by directors and regular employees of the Company without special compensation. In addition, the Company may retain the services of agents to solicit proxies on behalf of its management. In that event, the Company will compensate any such agents for such services, including reimbursement for reasonable out-of-pocket expenses, and will indemnify them in respect of certain liabilities that may be incurred by them in performing their services. The Company may also reimburse brokers or other persons holding Common Shares in their names, or in the names of nominees, for their reasonable expenses in sending proxies and proxy material to beneficial owners and obtaining their proxies.
4


Who counts the votes?
The Company’s transfer agent, TSX Trust, counts and tabulates the proxies. This is done independently of the Company. Proxies are referred to the Company only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet legal requirements.
How do I contact the transfer agent?
If you have any inquiries, you can contact the Company’s principal registrar and transfer agent, TSX Trust Company, as follows: 
Email:shareholderinquiries@tmx.com
Toll-free:1 800 387 0825
Telephone:1 416 682 3860
Mail:TSX Trust Company
PO Box 700
Station B
Montreal, Quebec H3B 3K3
The Company’s co-registrar and co-transfer agent in the United States is American Stock Transfer & Trust Company LLC; however, all shareholder inquiries should be directed to TSX Trust Company.
5


PART II BUSINESS OF THE MEETING
RECEIVE THE FINANCIAL STATEMENTS
The Company’s consolidated financial statements for the year ended December 31, 2021 will be received by shareholders of the Company at the Meeting and are included in the Annual Report, which will be mailed to Registered Shareholders as required under the Canada Business Corporations Act (the "CBCA") and to non-registered shareholders who have requested such financial statements.
6


ELECTION OF DIRECTORS
The directors of the Company are elected each year at the annual general meeting of the Company and hold office until the close of the next annual general meeting or until their successors are elected or appointed in accordance with applicable law. The Company has a majority voting policy for election of directors that is described on page 29. The articles of the Company provide that the Company must have a minimum of 3 and a maximum of 15 directors. The by-laws of the Company state that, when the articles of the Company provide for a minimum and maximum number of directors, the number of directors within the range may be determined from time to time by resolution of the Board. The Board, on an annual basis, considers the size of the Board. On March 10, 2022, the directors resolved that the Board shall consist of 11 directors, such size being consistent with effective decision-making.
The Corporate Governance Committee recommends to the Board nominees for election as directors through a process described on page 26, under the heading "Nominating Committee and Nomination Process." The persons listed below are being proposed for nomination for election at the Meeting. The persons named as proxyholders in the accompanying proxy, if not expressly directed otherwise, will vote the Common Shares for which they have been appointed proxyholder in favour of electing those persons listed below as nominees for directors.
The following table sets out the names, ages and places of residence of all the persons to be nominated for election as directors of the Board, along with other relevant information, including the number and market value of Common Shares, Deferred Share Units ("DSUs") and Restricted Share Units ("RSUs") held by each of them and which standing committees (each a "Committee") of the Board the nominees are members of, all as at the date of this Information Circular. The following table also sets out whether a nominee is independent or not independent. All amounts are in Canadian dollars.

da.jpg
DOUGLAS ARNELL
 
Age: 55
 
West Vancouver, British Columbia, Canada
 
Director since: October 2016
 
Independent


Mr. Arnell has been the Chief Executive Officer of Cedar LNG LLC ("Cedar LNG") since June 2021. Cedar LNG is developing an LNG export terminal in Northeastern British Columbia. Mr. Arnell is also the President and Chief Executive Officer of Helm Energy Advisors Inc. ("Helm Energy"), a private company he founded in March 2015 that provides advisory services to the global energy sector. Mr. Arnell has over 20 years of senior management experience in the global energy sector. Prior to founding Helm Energy, from September 2010 to March 2015, Mr. Arnell was employed with Golar LNG Ltd., including as Chief Executive Officer from February 2011 to March 2015. Prior to joining Golar LNG, Mr. Arnell held various senior positions within BG Group plc from 2003 to 2010 and with other energy companies prior to that time.

Mr. Arnell holds a Bachelor of Science from the University of Calgary.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Chair & Member of the Board(1)

6 of 6
6 of 6100%

None
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
5,55538,92044,4752,619,1331,350,000Yes


7


jimbetrama02.jpg
JAMES BERTRAM
 
Age: 65 
Calgary, Alberta, Canada
 
Director since: October 2018

Independent

Committee memberships as at the date of the Information Circular:
 
- Audit, Finance & Risk Committee
- Human Resources Committee (Chair)

Mr. Bertram is a corporate director. Mr. Bertram has a wealth of senior management experience in the North American and global energy markets gained from his experience as the former CEO of Keyera Corporation ("Keyera"). Keyera is a publicly-traded, midstream oil and gas operator. He was Chief Executive Officer of Keyera from its inception in 1998 until his retirement at the end of 2014. Mr. Bertram has been Chair of the Board of Keyera since 2016.

Mr. Bertram holds a Bachelor of Commerce from the University of Calgary and has been granted the ICD.D designation by the Institute of Corporate Directors.


Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Audit, Finance & Risk Committee
Human Resources Committee (Chair)(7)
6 of 6
7 of 7
6 of 6
19 of 19100%Emera Inc. (since 2018)
Keyera Corporation (since 2003)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
20,52519,13239,6572,335,401780,000Yes


dobsona01.jpg
PAUL DOBSON
 
Age: 55
 
Vancouver, BC, Canada
 
Director since: April 2019
 
Independent
 
Committee memberships as at the date of the Information Circular:
 
- Audit, Finance and Risk Committee
- Responsible Care Committee
Mr. Dobson has been Senior Vice President and Chief Financial Officer of Ballard Power Systems ("Ballard") since March 2021. Ballard is a global provider of innovative clean energy and fuel cell solutions. Mr. Dobson has considerable financial and energy-specific experience. He was Acting President and Chief Executive Officer of Hydro One Limited ("Hydro One") from July 2018 to May 2019 and prior to that was Chief Financial Officer from March 2018. Hydro One is a major transmission and distribution provider in Ontario, Canada. Prior to joining Hydro One, Mr. Dobson served as Chief Financial Officer for Direct Energy Ltd. ("Direct Energy") in Houston, Texas from January 2016 to February 2018 and he was Chief Operating Officer of Direct Energy from May 2014 to December 2015. Prior to this from 2003, he held senior leadership positions in finance, operations, information technology and customer service across the Centrica Group, the parent company of Direct Energy.

Mr. Dobson holds a Bachelor of Arts in Management Accounting (Honours) from the University of Waterloo as well as an MBA from the University of Western Ontario. He is a Chartered Professional Accountant and a Certified Management Accountant.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Audit, Finance and Risk Committee
Responsible Care Committee
6 of 6
7 of 7
3 of 3
16 of 16100%None
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
5,9128,95814,870875,694780,000Yes
 
8


jf.jpg
JOHN FLOREN
 
Age: 63
 
Eastham, Massachusetts, USA
 
Director since: January 2013

Not Independent
Mr. Floren has been President & CEO of the Company since January 2013. Prior to this appointment, Mr. Floren was Senior Vice President, Global Marketing & Logistics of the Company from June 2005 and prior to that, Director, Marketing & Logistics, North America from May 2002. He has been an employee of the Company for over 20 years and has worked in the chemical industry for over 30 years.
 
Mr. Floren holds a Bachelor of Arts in Economics from the University of Manitoba. He also attended the Harvard Business School’s Program for Management Development and has attended the International Executive Program at INSEAD. He has also completed the Directors Education Program at the Institute of Corporate Directors.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board(8)
6 of 66 of 6100%West Fraser Timber Co. Ltd. (since 2016)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares, DSUs and
RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
139,676139,6768,225,5206,497,500Yes


maureenhowea02.jpg
MAUREEN HOWE 

Age: 64
 
Vancouver, British Columbia, Canada
 
Director since: June 2018

Independent
 
Committee memberships as at the date of the Information Circular:
 
- Audit, Finance and Risk Committee
- Corporate Governance Committee (Chair)
Ms. Howe is a corporate director. Ms. Howe has substantial finance and capital market experience, as well as relevant public company experience. She was Managing Director at RBC Capital Markets, a global investment bank, in equity research from 1996 to 2008. Ms. Howe specialized in the area of energy infrastructure, which included power generation, transmission and distribution, oil and gas transmission and distribution, gas processing and alternative energy.

Ms. Howe holds a Bachelor of Commerce (Honours) from the University of Manitoba and a Ph.D. in Finance from the University of British Columbia.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Audit, Finance and Risk Committee
Corporate Governance Committee (Chair)(9)
6 of 6
7 of 7
4 of 4
17 of 17100%Pembina Pipeline Corporation (since 2017)
Freehold Royalties Ltd. (since 2022)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
24,3506,75031,1001,831,479780,000Yes

9


bobkostelnika03.gif
ROBERT KOSTELNIK
 
Age: 70
 
Fulshear, Texas, USA
 
Director since: September 2008

Independent 

Committee memberships as at the date of the Information Circular:
 
- Human Resources Committee
- Responsible Care Committee (Chair)
Mr. Kostelnik has over 30 years' experience in the petrochemical industry, with senior management experience in health, safety, security and environment. Mr. Kostelnik has been a principal in GlenRock Recovery Partners, LLC since February 2012. GlenRock Recovery Partners facilitates the sale of non-fungible hydrocarbons in the United States. Prior to this, he was President & Chief Executive Officer of Cinatra Clean Technologies, Inc. from 2008 to May 2011. Mr. Kostelnik held the position of Vice President of Refining for CITGO Petroleum Corporation ("CITGO") from July 2006 until his retirement in 2007. He held a number of senior positions during his 16 years with CITGO.
 
Mr. Kostelnik holds a Bachelor of Science (Mechanical Engineering) from the Missouri University of Science and Technology (previously the University of Missouri) and is a Registered Professional Engineer.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships

Member of the Board
Human Resources Committee
Responsible Care Committee (Chair)
6 of 6
6 of 6
3 of 3
 
15 of 15
100%
Association of Chemical Industry of Texas (industry association) (since 2004)
HollyFrontier Corporation (since 2011)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
27,0008,95835,9582,117,567780,000Yes


lo.jpg
LESLIE O'DONOGHUE
 
Age: 59
 
Calgary, Alberta, Canada

Director since: April 2020
  
Independent
 
Committee memberships as at the date of the Information Circular:
 
- Audit, Finance & Risk Committee
- Responsible Care Committee
Ms. O'Donoghue is a corporate director. Ms. O'Donoghue has extensive senior management experience with public companies and an in-depth knowledge of global commodity markets. She was Executive Vice President and Advisor to the Chief Executive Officer of Nutrien Ltd. ("Nutrien") from June 2019 until her retirement in December 2019. Prior to this she was the Executive Vice President, Chief Strategy and Business Development Officer of Nutrien from January 2018 to June 2019, and prior to this she was Executive Vice President, Corporate Development and Strategy and Chief Risk Officer of Agrium Inc. (Nutrien's predecessor company) from 2012 to 2017. Nutrien is a Canadian fertilizer company, and is the world’s largest provider of crop inputs, services and solutions.

Ms. O'Donoghue holds a Bachelor of Arts (Economics) degree from the University of Calgary and a LL.B., from Queen's University.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Audit, Finance and Risk Committee(10)
Corporate Governance Committee(10)
Responsible Care Committee
6 of 6
4 of 4
2 of 2
3 of 3
15 of 15100%Pembina Pipeline Corporation (since 2008)
Richardson International Limited (private) (since 2020)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
11,0005,42416,424967,209780,000Yes

10


kr.jpg
KEVIN RODGERS
 
Age: 59 
London, United Kingdom
 
Director since: July 2019

Independent

Committee memberships as at the date of the Information Circular:
 
- Corporate Governance Committee
- Human Resources Committee

Mr. Rodgers is a corporate director. Mr. Rodgers has almost 30 years of financial and capital market experience. He was Managing Director and Global Head of Foreign Exchange at Deutsche Bank in London (UK) from 2012 to June 2014. After joining Deutsche Bank in 1999 he also held many other senior leadership roles within foreign exchange and commodities including Global Head of Foreign Exchange Trading and Global Head of Energy Trading. Deutsche Bank is a global multinational investment bank and financial services company. Following his retirement from Deutsche Bank he was a Partner and Senior Advisor at Cumulus Asset Management from January 2018 until May 2019.

Mr. Rodgers holds a Master's degree in Chemical Engineering from Imperial College in London (UK), an MBA from the London Business School and a Master's Degree in Economic History from the London School of Economics (all with distinction).
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Corporate Governance Committee
Human Resources Committee
6 of 6
4 of 4
6 of 6
16 of 16100%Arion Investment Management Limited (private) (since 2018)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
6,0008,96914,969881,524780,000Yes


mw.jpg
MARGARET WALKER 

Age: 69
 
Austin, Texas, USA

Director since: April 2015

Independent

Committee memberships as at the date of the Information Circular:

- Human Resources Committee
- Responsible Care Committee
Ms. Walker has been the owner of MLRW Group, LLC since January 2011. MLRW Group, LLC is a consulting firm focusing on working with companies to improve capital investment outcomes and to improve overall safety performance. Ms. Walker has over 30 years of experience in the petrochemical industry, including several senior management roles in operations and health and safety. From 2004 until her retirement in December 2010, Ms. Walker was Vice President of Engineering & Technology for The Dow Chemical Company ("Dow Chemical"). Prior to this, Ms. Walker held other senior positions with Dow Chemical including Senior Leader in Manufacturing & Engineering and Business Director of Contract Manufacturing. Dow Chemical provides chemical, plastic and agricultural products and services.
 
Ms. Walker holds a Bachelor of Chemical Engineering from Texas Tech University, located in Lubbock, Texas. In 2018 she became a Board Leadership Fellow of the National Association of Corporate Directors ("NACD") and in 2021 became NACD Directorship Certified.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Human Resources Committee
Responsible Care Committee
6 of 6
6 of 6
3 of 3
15 of 15100%Independent Project Analysis, Inc. (private) (since 2011)
ioneer Ltd. (since 2021)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
9,5008,95818,4581,086,992780,000Yes

11


benitawa03.jpg
BENITA WARMBOLD

Age: 63
 
Toronto, Ontario, Canada
 
Director since: February 2016

Independent 

Committee memberships as at the date of the Information Circular:
 
- Audit, Finance & Risk Committee (Chair)
- Corporate Governance Committee
Ms. Warmbold is a corporate director. Ms. Warmbold has over 30 years of experience in the finance industry as well as significant experience as a public company director. She was Senior Managing Director & Chief Financial Officer of the Canada Pension Plan Investment Board ("CPPIB") from 2013 until her retirement in 2017. Prior to this and from 2008, Ms. Warmbold was the Senior Vice President & Chief Operations Officer of CPPIB. CPPIB is a professional investment management organization responsible for investing funds on behalf of the Canada Pension Plan. From 1997 to 2008, Ms. Warmbold was the Managing Director & Chief Financial Officer for Northwater Capital Management Inc.

Ms. Warmbold holds an Bachelor of Commerce (Honours) degree from Queen’s University, is a Chartered Professional Accountant, is a Fellow of the Institute of Chartered Professional Accountants of Ontario and has been granted the ICD.D designation by the Institute of Corporate Directors.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
Member of the Board
Audit, Finance and Risk Committee (Chair)
Corporate Governance Committee
5 of 6
6 of 7
4 of 4
15 of 1788%Bank of Nova Scotia (since 2018)
SNC-Lavalin Group Inc. (since 2017)
Canadian Public Accountability Board (professional association) (since 2011)

 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
6,00016,95422,9541,351,761780,000Yes


xy.jpg
XIAOPING YANG
 
Age: 63
 
Henderson, Nevada, USA
 
Director since: January 2022

Independent 

Committee memberships as at the date of the Information Circular:
 
- Corporate Governance Committee
- Responsible Care Committee
Ms. Yang is a corporate director. She has over 30 years of international energy and petrochemical business experience and brings a deep knowledge of doing business in China, manufacturing operations, commodity markets and health and safety. Between 1990 and 2020 she held a variety of international executive roles at BP in both Asia and the USA within the downstream and new energy businesses including having accountability for its chemicals manufacturing operations and joint venture entities in Asia. Ms. Yang was the Chair and President of BP China from 2016 until her retirement in 2020. BP is a multinational oil and gas company.

Ms. Yang holds a Bachelor of Science from Jiangnan University, China, a PhD in chemical engineering from Purdue University, USA and an MBA from the University of Chicago, USA.
Position / 2021 Committee Memberships
2021
Attendance
Total 2021 Attendance
at Board and Committee Meetings
Other Current Board
Memberships
N/A(11)
N/AN/AN/AIGO Limited (since 2020)
 
Share and Share Equivalents Held as of March 10, 2022:
Common
Shares(2)
(#)
Total DSUs and
RSUs(3)(4)
(#)
Total of Common
Shares, DSUs and
RSUs
(#)
Total Market Value of
Common Shares,
DSUs and RSUs(5)
($)
Minimum
Shareholding
Requirements
($)
Meets Share
Ownership
Requirements?(6)
3002,4002,700159,003780,000
No(12)

(1)Mr. Arnell is not a member of any Committee, but in his capacity as Chair of the Board, is considered an ex-officio. He attended all Committee meetings in 2021 on a non-voting basis. Mr. Arnell is an independent director.
(2)The number of Common Shares held includes Common Shares directly or indirectly beneficially owned or under the control or direction of such nominee.
(3)For information on Deferred Share Units, see “Share-Based Awards - Deferred Share Unit Plan (Director DSUs)”.
(4)For information on Restricted Share Units, see “Share-Based Awards - Restricted Share Unit Plan for Directors”.
(5)This value is calculated using $58.89, being the weighted average closing price of the Common Shares on the Toronto Stock Exchange for the 90-day period ending March 10, 2022.
12


(6)See page 39 for more information on director share ownership requirements. See page 58 for more information on Mr. Floren’s share ownership requirements as President & CEO of the Company.
(7)In April 2021, Mr. Bertram was appointed Chair of the Human Resources Committee.
(8)Mr. Floren is not a member of any Committee, but attends all Committee meetings on a non-voting basis by invitation in his capacity as President & CEO of the Company.
(9)In April 2021, Ms. Howe was appointed Chair of the Corporate Governance Committee.
(10)In April 2021 Ms. O'Donoghue ceased being a member of the Corporate Governance Committee and was appointed a member of the Audit, Finance and Risk Committee.
(11)Ms. Yang was appointed a director effective as of January 1, 2022 and therefore did not attend any Board or Committee meetings in 2021.
(12)Directors have five years from the date of their appointment as a director to meet their director share ownership requirements.


Voting Results
From the 2021 Annual General Meeting of Shareholders
DirectorFor%Withheld%
Douglas Arnell45,465,97976.6013,887,252 23.40
James Bertram43,436,30376.5513,916,928 23.45
Phillip Cook(1)
44,609,00875.1614,744,233 24.84
Paul Dobson45,462,79476.6013,890,437 23.40
John Floren45,463,08476.6013,890,147 23.40
Maureen Howe45,219,69876.1914,133,533 23.81
Robert Kostelnik44,116,97274.3315,236,259 25.67
Leslie O'Donoghue58,934,99599.30418,236 0.70
Kevin Rodgers59,020,77899.44332,453 0.56
Margaret Walker44,225,32374.5115,127,908 25.49
Benita Warmbold44,852,34575.5714,500,886 24.43
Xiaoping Yang(2)
— 

(1)    Mr. Cook is not standing for re-election at the Meeting.
(2)    Ms. Yang was appointed a director effective as of January 1, 2022 and therefore did not stand for election at the 2021 Annual General Meeting of Shareholders.
Summary of Board and Committee Meetings
For the 12-month period ending December 31, 2021
 
Board of Directors6
Audit, Finance and Risk Committee7
Corporate Governance Committee4
Human Resources Committee6
Responsible Care Committee3


13


Summary of Attendance of Current Directors at Board and Committee Meetings
For the 12-month period ending December 31, 2021
DirectorBoard
Meetings
Attended
(#)
Board
Meetings
Attended
(%)
Committee
Meetings Attended
Committee
Meetings
Attended
(%)
Total Board and 
Committee
Meetings Attended
(#)Committee(#)    (%)    
Douglas Arnell(1)
6 of 61006 of 6100
James Bertram6 of 61007 of 7Audit, Finance and Risk10019 of 19100
6 of 6 (Chair)Human Resources100
Phillip Cook(2)
6 of 61004 of 4Corporate Governance10016 of 16100
6 of 6Human Resources100
Paul Dobson6 of 61007 of 7Audit, Finance and Risk10016 of 16100
3 of 3Responsible Care100
John Floren(3)
6 of 61006 of 6100
Maureen Howe6 of 61007 of 7Audit, Finance and Risk10017 of 17100
4 of 4 (Chair)Corporate Governance100
Robert Kostelnik6 of 61006 of 6Human Resources10015 of 15100
3 of 3 (Chair)Responsible Care100
Leslie O'Donoghue(4)
6 of 61004 of 4Audit, Finance & Risk10015 of 15100
2 of 2Corporate Governance100
3 of 3Responsible Care100
Kevin Rodgers6 of 61004 of 4Corporate Governance10016 of 16100
6 of 6Human Resources100
Margaret Walker6 of 61006 of 6Human Resources10015 of 15100
3 of 3Responsible Care100
Benita Warmbold5 of 6836 of 7 (Chair)Audit, Finance and Risk9115 of 1788
4 of 4Corporate Governance100
Xiaoping Yang(5)
Total989999

(1)Mr. Arnell is not a member of any Committee, but in his capacity as Chair of the Board, is considered an ex-officio. He attends all Committee meetings on a non-voting basis.
(2)Mr. Cook is not standing for re-election at the Meeting.
(3)Mr. Floren is not a member of any Committee, but attends all Committee meetings on a non-voting basis by invitation in his capacity as President & CEO of the Company.
(4)In April 2021, Ms. O'Donoghue ceased being a member of the Corporate Governance Committee and was appointed a member of the Audit, Finance and Risk Committee.
(5)Ms. Yang was appointed a director effective as of January 1, 2022 and therefore did not attend any Board or Committee meetings in 2021.



14


REAPPOINTMENT AND REMUNERATION OF AUDITORS
The directors of the Company recommend the reappointment of KPMG LLP, Chartered Professional Accountants, Vancouver, as the auditors of the Company to hold office until the termination of the next annual meeting of the Company. KPMG LLP has served as the auditors of the Company for more than five years. As in past years, it is also recommended that the remuneration to be paid to the auditors be determined by the directors of the Company.
The persons named as proxyholders in the accompanying proxy, if not expressly directed to the contrary, will vote the Common Shares for which they have been appointed proxyholder to reappoint KPMG LLP as the auditors of the Company and to authorize the directors to determine the remuneration to be paid to the auditors.
Auditor Review
The Company's Audit, Finance and Risk Committee (the "Audit Committee") conducts a formal review of the external auditor every year and a more comprehensive review every five years, and recommends to the Board whether to propose the reappointment of the current independent auditors at the Company’s annual meeting of shareholders or to consider other audit firms. These reviews are based on recommendations by the Chartered Professional Accountants of Canada and the Canadian Public Accountability Board ("CPAB") to assist audit committees in their oversight duties. The comprehensive review was conducted in 2018, and covered the five-year period ended December 31, 2017. Factors considered by the Audit Committee in deciding whether to recommend to the Board retaining KPMG LLP include:
KPMG LLP’s global capabilities;
The quality and candour of KPMG LLP’s communications with the Audit Committee and management;
KPMG LLP’s independence;
The quality and efficiency of the services provided by KPMG LLP, including input from management on KPMG LLP’s performance and how effectively KPMG LLP demonstrated its independent judgment, objectivity and professional skepticism;
External data on audit quality and performance, including recent CPAB and Public Company Accounting Oversight Board reports on KPMG LLP and its peer firms; and
The appropriateness of KPMG LLP’s fees, KPMG LLP’s tenure as our independent auditor, and the controls and processes in place that help ensure KPMG LLP’s continued independence.
Principal Accountant Fees and Services
Pre-Approval Policies and Procedures
The Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions by which permissible non-audit services proposed to be performed by KPMG LLP are pre-approved in order to mitigate the risk of non-audit services impacting the auditor’s independence. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.

All non-audit service engagements, regardless of the cost estimate, must be coordinated and approved by the Chief Financial Officer of the Company to further ensure that adherence to this policy is monitored.

Audit and Non-Audit Fees Billed by the Independent Auditors
KPMG LLP’s global fees relating to the years ended December 31, 2021 and December 31, 2020 are as follows:
 
US$000s20212020
Audit Fees2,055 2,077 
Audit-Related Fees67 58 
Tax Fees14 242 
All Other Fees— — 
Total2,136 2,377 
Each fee category is described below.
15


Audit Fees
Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements; statutory audits of the financial statements of the Company’s subsidiaries; quarterly reviews of the Company’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulators.
Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements were in respect of an "integrated audit" performed by KPMG LLP globally. The integrated audit encompasses an opinion on the fairness of presentation of the Company’s financial statements as well as an opinion on the effectiveness of the Company’s internal controls over financial reporting.
Audit-Related Fees
Audit-related fees for professional services rendered by the auditors for financial audits of employee benefit plans; procedures and audit or attest services not required by statute or regulation; and consultations related to the accounting or disclosure treatment of other transactions.
Tax Fees
Tax fees for professional services rendered for tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; review of transfer pricing and indirect tax items.
All Other Fees
There were no other fees in 2021 and 2020.
ADVISORY "SAY ON PAY" VOTE ON APPROACH TO EXECUTIVE COMPENSATION
A detailed discussion of our approach to executive compensation is provided in the "Executive Compensation Discussion and Analysis" that begins on page 43 of this Information Circular. As stated there, the main objective of our executive compensation program is to attract, retain and engage high-quality and high-performance executives with relevant experience who have the ability to successfully execute our strategy and deliver long-term value to our shareholders.
Our executive compensation programs are aligned with returns to shareholders with a significant percentage of the short-term incentive award based on achieving "Modified Return on Capital Employed" goals and on other measures that we believe drive our share price over the longer term. The long-term incentive plan includes Performance Share Units, which vest based on a combination of relative compounded total shareholder return and "Modified Return on Capital Employed" after a three-year period and stock options/Stock Appreciation Rights ("SARs"), which vest over a three-year period and have no value if the underlying share price does not increase.
We also believe in the importance of executives owning Common Shares and require the President & CEO and all other executive officers to meet significant share ownership requirements to more fully align their interests with shareholders and focus on developing and implementing strategies that create and deliver long-term value for shareholders.
We have held an advisory vote on executive compensation (commonly referred to as a "say on pay vote") annually since 2011. At least 95% of shares have been voted in favour of accepting the Company's approach to executive compensation at each annual meeting of shareholders, with the exception of the 2020 and 2021 annual general meetings when 75% and 76% of shares respectively were voted in favour of accepting the Company's approach to executive compensation. The 2020 and 2021 results were largely due to our largest shareholder, M&G Investment Management Limited, not voting in favour. However, substantially all other shareholders voted in favour.
It is the Board’s intention that the say on pay vote will be only one part of the ongoing process of engagement between shareholders and the Board on compensation. The Board also provides an opportunity for shareholders to provide direct feedback to management regarding our approach to executive compensation on its website and in accordance with our Shareholder Engagement Policy as described on page 31.

16


This is an advisory vote and the results will not be binding upon the Board. However, the Board will take the results of the vote into account, together with any feedback received from shareholders through the website, when considering future compensation policies, procedures and decisions. Shareholders will be asked at the Meeting to consider and, if deemed advisable, to adopt the following resolution that is based on the model say on pay resolution formulated by the Canadian Coalition for Good Governance:
RESOLVED THAT:
On an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the Company’s Information Circular delivered in advance of the 2021 annual general meeting of shareholders.
The Board unanimously recommends that shareholders vote FOR the resolution. Unless instructed otherwise, the persons named in our form of proxy will vote FOR the resolution.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or officers of the Company at any time since the beginning of the Company’s last completed financial year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities of the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
None of the directors or officers of the Company, no director or officer of a body corporate that is itself an insider or a subsidiary of the Company, no person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercised control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company entitled to vote in connection with any matters being proposed for consideration at the Meeting, no proposed director or nominee for election as a director of the Company and no associate or affiliate of any of the foregoing has or had any material interest, direct or indirect, in any transaction or proposed transaction since the beginning of the Company’s last financial year that has materially affected or would or could materially affect the Company or any of its subsidiaries.
17


PART III CORPORATE GOVERNANCE

Statement of Corporate Governance Practices
Corporate governance is a key priority for the Company. We define corporate governance as having the appropriate processes and structures in place to ensure that our business is managed in the best interests of our shareholders while keeping in mind the interests of all stakeholders. We believe good corporate governance is critical to the Company’s effective, efficient and prudent operation.
The Company is a Canadian reporting issuer with its Common Shares listed on the TSX and the NASDAQ Global Select Market. In Canada, we are subject to securities regulations that impose on us a requirement to disclose certain corporate governance practices that we have adopted. Canadian regulations also provide guidance on various corporate governance practices that companies like ours should adopt. The Company also monitors corporate governance developments in Canada and adopts best practices where such practices are aligned with our values and our goal of continuous improvement. A brief description of our corporate governance practices follows.
1. Board of Directors
The Board has adopted a set of Corporate Governance Principles to provide for a system of principled goal-setting, effective decision-making and ethical actions. A copy of the Corporate Governance Principles can be found in Schedule A attached to this Information Circular and on our website.
2022 Board Objectives
Each year the Board establishes a set of "Board Objectives" which are the dominant themes that the Board wishes to focus particular attention on during the year. The Board established several key objectives for 2022 including:
 
Demonstrate Responsible Care leadership in all aspects of the Board’s governance with a focus on ensuring the health and safety of employees.
Review progress on the Geismar 3 Project while ensuring that key risks are managed and mitigation strategies are in place.
Implement Board governance framework for overseeing environmental, social and governance (ESG) strategy and matters.
Develop a profile and determine the appropriate timing for appointing the next Board director.
The status of each objective is regularly reviewed at Board meetings.
Committees of the Board of Directors
The Board has established four standing Committees with written mandates defining their responsibilities and a requirement to report regularly to the Board. In addition, from time to time, the Board may establish an ad hoc committee for discussing matters of a special nature.
All current Committee members have been determined to be independent in accordance with NASDAQ rules and Canadian securities regulations and no Committee member was during 2021, or is currently, an officer or employee of the Company or any of its subsidiaries. The following table lists each of our standing Committees, its current members and a summary of its key responsibilities.
18


Standing CommitteeCurrent Members
Meetings
in 2021
(#)
Overall
Attendance(1)
(%)
Summary of Key Responsibilities
Audit, Finance and Risk Committee(2)
Benita Warmbold (Chair)(3)
James Bertram
Paul Dobson
Maureen Howe
Leslie O'Donoghue
797
assisting the Board in fulfilling its oversight responsibility relating to:
the integrity of the Company’s financial statements
the financial reporting process
the systems of accounting and financial controls
the professional qualifications and independence of the Company's external auditors
the performance of the Company's external and internal auditors
risk management processes including cybersecurity and IT risk
financing plans
compliance by the Company with ethics policies and legal and regulatory requirements
Corporate Governance Committee
Maureen Howe (Chair)
Phillip Cook(4)
Kevin Rodgers
Benita Warmbold
Xiaoping Yang(5)
4100
establishing the appropriate composition and governance of the Board, including compensation of all non-management directors
recommending nominees for election or appointment as directors
annually assessing and enhancing the performance of the Board, Board Committees and Board members
shaping the corporate governance of the Company and developing and recommending changes to the Company's ethics policies
providing oversight of the director education program
monitoring the outside boards that directors serve on to determine if there are circumstances that would impact a director’s judgment or commitment as a Board member

Human Resources Committee
James Bertram (Chair)
Phillip Cook(4)
Robert Kostelnik
Kevin Rodgers
Margaret Walker
6100
•    approving the goals and objectives of the CEO and evaluating his performance
reviewing and recommending to the Board for approval the remuneration of the Company's executive officers
approving the remuneration of all other employees on an aggregate basis
reviewing the Company's compensation policies and practices from a risk perspective
approving the Executive Compensation Discussion and Analysis and Statement of Executive Compensation
reporting to the Board on the Company's organizational structure, officer succession plans, total compensation practices, human resource policies and executive development plans
recommending grants and administrative matters in connection with the long-term incentive plan
oversight of pension matters

Responsible Care Committee
Robert Kostelnik (Chair)
Paul Dobson
Leslie O'Donoghue
Margaret Walker
Xiaoping Yang(5)
3100
• overseeing the Company's significant policies and management systems relating to the Responsible Care Ethics & Principles for Sustainability
• monitoring and reviewing matters relating to health, safety (personal and process), environment, physical security and product stewardship
annually reviewing the Company's Crisis Management Plan
overseeing the Company's social responsibility program and strategy.
monitoring Responsible Care trends and legislative initiatives developing in the jurisdictions in which the Company has operations
(1)Overall attendance is a measure of the attendance of all individuals who were Committee members during 2021.
(2)The mandate of the Audit, Finance and Risk Committee, together with the relevant education and experience of its members and other information regarding the Audit, Finance and Risk Committee, may be found in the “Audit Committee Information” section of the Company’s Annual Information Form for the year ended December 31, 2021.
(3)Ms. Warmbold has been designated as the "audit committee financial expert".
(4)Mr. Cook is not standing for re-election at the Meeting.
(5)Ms. Yang was appointed a director and therefore appointed to these committees effective January 1, 2022 so did not attend any committee meetings in 2021.



19



Director Independence
Independence Status of Nominee Directors
 
NameIndependentNot IndependentReason for Non-Independent Status
Douglas Arnellx
James Bertramx
Paul Dobsonx
John FlorenxPresident & CEO
Maureen Howex
Robert Kostelnikx
Leslie O'Donoghuex
Kevin Rodgersx
Margaret Walkerx
Benita Warmboldx
Xiaoping Yangx
Ten of the 11 nominees (91%) who are standing for election to the Board have been determined by the Board to be independent in accordance with NASDAQ rules and Canadian securities regulations.
In accordance with our Corporate Governance Principles, the Board must be composed of a substantial majority of independent directors. The mandates of the Audit, Finance and Risk Committee, the Corporate Governance Committee and the Human Resources Committee state that these Committees must be composed wholly of independent directors. In addition, our Corporate Governance Principles provide that, if the Chair of the Board is not independent, the independent directors on the Board shall select from among themselves a Lead Independent Director. Mr. Arnell, the current Chair of the Board, is an Independent Director.
In 2021, all Committees were made up exclusively of independent directors. Mr. Floren, in his capacity as President & CEO of the Company, and Mr. Arnell, in his capacity as Chair of the Board, attended all Committee meetings.
Other Directorships and Interlocking Relationships
Many of our current directors are directors of other reporting issuers. For details, please refer to the biographies for each nominee under "Election of Directors".
The Corporate Governance Committee monitors the outside boards on which our directors serve to determine if there are circumstances that would impact a director’s ability to exercise independent judgment and to confirm each director has enough time to fulfil his or her commitments to the Company. An interlock occurs when two or more Board members are also fellow board members of another public company.
Ms. Howe and Ms. O'Donoghue serve as directors on the board of Pembina Pipeline Corporation. The Corporate Governance Committee has determined that this relationship does not impair the exercise of independent judgment or commitment by these directors nor does it create a conflict of interest.
In Camera Sessions

Following all meetings of the Board, an "in camera" session is held at which non-management directors are in attendance as provided in our Corporate Governance Principles. In addition, an in camera session is held following each Committee meeting.
20


Meeting Attendance Records
The combined Board and Committee meeting attendance rate for all directors in 2021 was 99%. For information concerning the number of Board and Committee meetings held in 2021, as well as the attendance record of each director for those meetings, see the chart on page 14.

2.     Board Mandate
Section 3 of the Company’s Corporate Governance Principles contains the Board mandate that describes the Board’s responsibilities. A copy of the Corporate Governance Principles can be found in Schedule A attached to this Information Circular and on our website.
Board Strategy Oversight
The Board oversees the Company’s strategy through its participation in the annual strategy process, which includes regular updates and discussion on the Company's strategic initiatives, participation in the annual strategy session and review and approval of the annual Strategy Report. Through this process the Board provides management with guidance and feedback on the development, review and update of the Company’s strategic plan and initiatives in light of the Company’s stated long term strategy of Leadership, Operational Excellence and Low Cost.

Each July, the Board and management hold a full day strategy session to review the business environment and trends affecting the Company and identify foreseeable opportunities and risks. As part of the 2021 strategy session, the Board and management reviewed the methanol industry environment, including energy prices, supply and demand dynamics, the Company's competitive position and the economics underpinning the long-term methanol price. In addition, the Board reviewed the status and economics of the Geismar 3 project ultimately leading to the Board’s decision to re-start construction of the project. During this session, the Board provides management with feedback and direction to consider. This is then incorporated into the Strategy Report that is submitted to the Board for final review and approval at the September Board meeting.
Once approved, the Strategy Report forms the basis of the Company’s strategic initiatives for the following year. The CEO’s annual goals are also aligned to the strategic initiatives. To track the progress of each strategic initiative, the Board is provided with updates at Board meetings throughout the year.

Environmental, Social and Governance Oversight

The Company has always placed great importance on environmental, social and governance ("ESG") issues, many of which have been stewarded under its commitment to the Principles of Responsible Care and Sustainability with oversight from the Responsible Care Committee. However, the Company and Board recognize the value in having a comprehensive approach for the Board’s oversight of ESG.

In 2021, the Board carried out an exercise, led by the Corporate Governance Committee, to consider the appropriate structure for overseeing the Company’s ESG strategy and its material sustainability topics. The Board determined that primary oversight responsibility of certain ESG topics would remain at the committee level and the Board, as a whole, would retain oversight for other strategic ESG topics including the transition to a low-carbon economy, greenhouse gas emissions and energy use, and the societal benefits of methanol.

Consistent with the Board’s comprehensive approach to oversight of ESG, in 2021 management also implemented the following changes to formalize its accountability for ESG:

the Company's material ESG issues will be integrated into our annual strategy process going forward;
the expansion of the role of Senior Vice President, Corporate Development to include Sustainability and the appointment of a new Vice President, Sustainability;
the establishment of a CO2 Emissions Management Leadership Team and a Transition to a Low-Carbon Economy Leadership Team; and
the expansion of the Company’s Sustainability Report to include ESG Commitments, Sustainability Accounting Standards Board ("SASB") aligned disclosures and certain climate-related financial disclosures are aligned with the Task Force on Climate related Financial Disclosures ("TCFD") recommendations.

The Company’s Sustainability Report provides a detailed description of its sustainability direction and progress. The report also includes ESG data tables, that are designed to provide disclosure that meets the needs of capital markets and demonstrates further alignment to TCFD and SASB. The 2021 Sustainability Report will be available at https://www.methanex.com/sustainability once it is issued in April 2022.
21


Risk Management Oversight

One of the Board’s primary roles is to oversee the Company’s risk management processes. Annually, the Board reviews management’s assessment of the Company’s principal strategic risks based on its formal risk review process. The Audit, Finance and Risk Committee is responsible for overseeing the Company’s processes for identifying, monitoring, evaluating and addressing important enterprise-wide strategic and business risks. This involves a review of, among other things, the Company’s approach to:

risks inherent in its business, facilities and strategy;
taxation and financial risk;
overall risk management strategies and programs, including insurance programs;
risk retention;
shipping risk; and
cybersecurity and information technology security risks.

The Audit, Finance and Risk Committee receives regular reports on the systems, policies, controls and procedures that management has implemented. In addition, it receives quarterly reports from management on the status of certain strategic risks, anticipated impacts in future quarters and significant changes in the assessment of those strategic risks. In particular, the Audit, Finance and Risk Committee reviews management’s oversight of risks relating to information technology, including cybersecurity, and the Company’s information technology systems.

The Human Resources Committee also reviews the Company’s compensation policies and practices to confirm their alignment with the Company’s risk management principles and that they do not encourage inappropriate or excessive risk-taking and that they are not reasonably likely to have a material adverse effect on the Company.

In addition to Committee review, the full Board annually reviews the Company’s assessment of its principal strategic risks based on management’s formal risk review process. A list of risks faced by the Company, including our approach to risk management are provided in our 2021 Management's Discussion and Analysis.
3.     Position Descriptions
Board Chair and Committee Chairs
The Board has developed written position descriptions (which we call "Terms of Reference") for the Chair of the Board, each Committee Chair and for Individual Directors. These Terms of Reference can be found on our website. Section 4 of the Corporate Governance Principles also sets out the responsibilities of each director.
President & Chief Executive Officer
The President & CEO has a written position description that sets out the position’s key responsibilities. In addition, the President & CEO has specific annual corporate and individual performance objectives that he is responsible for meeting. These objectives are reviewed, approved and tracked during the year by the Board through the Human Resources Committee. See "Short-Term Incentive Plan" on page 49 for more complete information on these objectives.
4.    Orientation and Continuing Education
To familiarize our directors with the role of the Board, its Committees and the nature and operation of the Company’s business, we have a thorough process for director onboarding. All directors are provided with information covering a wide range of topics including:
 
strategic plans, operational reports and budgets;
Board and committee governance documents;
duties of directors and directors’ liabilities;
the Company's most recent disclosure documents;
the Company’s Code of Business Conduct; and
other important corporate policies, including the Company's Shareholder Engagement Policy.
New directors are encouraged to not only review and familiarize themselves with this information, but also to have individual meetings with senior management, visit one of our plant sites, attend an Investor Relations event and attend at least one meeting of each of the four Committees. In addition, new directors are assigned another director to act as a "mentor" to assist the new director with settling into the role as quickly as possible.
22


The Board recognizes the importance of ongoing education for directors. The Company’s Corporate Governance Principles state that directors are encouraged to attend seminars, conferences and other continuing education programs to help ensure that they stay current on relevant issues such as corporate governance, financial and accounting practices and corporate ethics. The Company and all of our directors are members of the Institute of Corporate Directors ("ICD"). The Company pays the cost of this membership and directors are encouraged to participate in relevant courses and seminars. A number of our directors have attended courses and programs offered by ICD. The Company also encourages directors to attend other appropriate continuing education programs and the Company contributes to the cost of attending such programs. As well, written materials published in periodicals, newspapers or by legal or accounting firms that are likely to be of interest to directors are routinely forwarded to directors or included in a "supplemental reading" section in Board and Committee meeting materials. Furthermore, the Company also believes that serving on other corporate and not-for-profit boards is a valuable source for ongoing education.

The Corporate Governance Committee is responsible for overseeing the director education program and, based on feedback from all directors, the program focuses primarily on providing the directors with more in-depth information about key aspects of our business, including the material risks and opportunities facing the Company. Directors provide input into the agenda for the education program and management schedules presentations and seminars covering these areas, some of which are presented by management and others by external consultants or experts.

Directors participated in education sessions and received education materials about specific topics in 2021, as detailed in the table below. In addition, Board meetings have also been held in regions where the Company has methanol operations or significant commercial activities. Due to the COVID-19 pandemic, the Board was unable to visit any operations 2021.

TOPICDATEPRESENTER and/or SPONSORPARTICIPANTS
Business and Operations
AON Energy SymposiumJanuary 12-13AONRobert Kostelnik
The Future of Work in the Post-COVID-19 EraMarch 11National Association of Corporate Directors ("NACD")Margaret Walker
Driving Operational Excellence at Challenged FacilitiesApril 21Pilko & AssociatesRobert Kostelnik
Rethinking the State of Risk: How Boards Can Make Informed DecisionsApril 22NACDMargaret Walker
Outlook for Methanol as a FuelJuly 14ManagementBoard members
Company StrategyJuly 15Senior ManagementBoard members
Plant ReliabilitySeptember 15Senior ManagementBoard members
Modified ROCE CalculationSeptember 15ManagementBoard members
New Zealand Gas UpdateSeptember 15ManagementBoard members
Cybersecurity TrainingOctober 19KnowBe4Robert Kostelnik
Asset Integrity ProgramNovember 15ManagementResponsible Care Committee members
Methanol Role in GHG ReductionNovember 16ManagementBoard members
ESG
ESG Series: Defining and Driving ESG within your OrganizationJanuary (various dates)Bennett JonesLeslie O'Donoghue
Turnaround Responsible Care ProgramMarch 2ManagementResponsible Care Committee members
How to Avoid a Climate Disaster: The Solutions We Have and the Breakthroughs We NeedMarch 10Bill GatesBenita Warmbold
Raising the Bar for InclusionMarch 11Norton Rose FulbrightLeslie O'Donoghue
Corporate Governance Forum - ESG GovernanceMarch 17Pilko & AssociatesRobert Kostelnik
Using Data to Build a Better & Inclusive SocietyMarch 18DeloitteBenita Warmbold
Balancing ESG with Safe and Reliable OperationsApril 15NACDMargaret Walker
ESG and the Role of the Audit CommitteeApril 20DeloitteBenita Warmbold
CIBC Sustainability Conference Carbon Capture and HydrogenApril 20CIBCLeslie O'Donoghue
Balancing ESG PrioritiesApril 21Mark WisemanBenita Warmbold
Climate Targets and Disclosures - The New ImperativeApril 21Queen's UniversityBenita Warmbold
Methanex Social Responsibility ProgramJuly 14ManagementResponsible Care Committee members
23


TOPICDATEPRESENTER and/or SPONSORPARTICIPANTS
ESG (cont.)
How Do We Have a More Productive Compensation Committee Conversation about ESG?August 5NACDMargaret Walker
The Imperative of Environmental/Sustainability: Getting it RightSeptember 30NACDMargaret Walker
Financial
Director Proficiency Course: Financial OversightMarch 29NACDMargaret Walker
Audit Committees and the Raised Expectations for Internal AuditApril 7DeloitteBenita Warmbold
KPMG Virtual Directors RoundtableMay 13KPMGBenita Warmbold
Audit & Risk: Climate and the Challenge for Audit CommitteesNovember 4DeloitteBenita Warmbold
Market Trends and Regulatory Updates
Corporate Governance, Shareholder Activism and Hostile M&AFebruary 4Norton Rose FulbrightLeslie O'Donoghue
The Art of Directorship: CEO SuccessionFebruary 9NACDMargaret Walker
Perspectives: The Future of International TradeFebruary 17CIBCLeslie O'Donoghue
US, China and Everything in Between March 31Eurasia GroupLeslie O'Donoghue
From Pandemic to RecoveryMay 12Bob Iger and Rick CarusoBenita Warmbold
Elevating Board Performance: Refreshment and Succession PlanningMay 27Institute of Corporate DirectorsBenita Warmbold
Human Capital Management Disclosure: Lessons Learned and Future ApproachesMay 27NACDMargaret Walker
Human Capital and Compensation OversightJuly 22NACDMargaret Walker
NACD Directorship Certification ProgramAugustNACDPhillip Cook
Lessons from the 2021 Proxy Season and Trends for 2022September 16Sullivan & Cromwell LLPBenita Warmbold
Crisis 101: Surviving & Thriving in an Era of Perpetual CrisisSeptember 23CIBCLeslie O'Donoghue
Goal Setting: The Fundamentals Haven't Changed, but Judgment MattersOctober 14NACDMargaret Walker
Corporate Governance Forum: Transforming Workplace Culture to Improve ResultsOctober 20Pilko & AssociatesRobert Kostelnik
Leading Minds of GovernanceNovember 10NACDMargaret Walker
NACD Directorship Certification ProgramDecemberNACDMargaret Walker
5.     Ethical Business Conduct
Code of Business Conduct
The Company has a written Code of Business Conduct (the "Code") that applies to all employees, officers and directors. The Code is available in English, Spanish and Arabic and clearly defines a set of standards to help employees, officers and directors avoid wrongdoing and to promote honest and ethical behaviour while conducting the Company’s business. A copy of the Code can be found on our website and on SEDAR at www.sedar.com. A printed version is also available upon request to the Corporate Secretary of the Company.
The Code also establishes a confidential "whistle-blower" ethics hotline for reporting suspected violations of the Code. The ethics hotline allows each of the Company's employees to make a report to the hotline either online via the internet or through use of a toll-free phone number. In both cases, the hotline is operated by an external third party and users may make an anonymous report in their own local language.
The Code is reviewed annually by the Board. The Board monitors compliance with the Code primarily through the Audit, Finance and Risk Committee and the Corporate Governance Committee is responsible for recommending to the Board any changes to the Code. These Committees receive regular updates on matters relating to the Code, including an annual report on
24


the activities undertaken by management to maintain and increase Code and ethics hotline awareness throughout the organization and the results of surveys designed to determine employee understanding and awareness of the Code.
The Code states that suspected Code violations, whether received through the whistle-blower hotline or otherwise, are to be reported to the legal department and that the General Counsel shall investigate the matter. Furthermore, the Chair of the Board and the Chair of the Audit, Finance and Risk Committee are advised of all reports that concern accounting or audit matters. The Chair of the Audit, Finance and Risk Committee and the General Counsel together determine how such matters should be investigated. In addition, the Audit, Finance and Risk Committee receives quarterly notices from the General Counsel if any concerns are received regarding accounting, internal accounting controls, and auditing matters.
No material change report has been filed since the beginning of the Company’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a violation of the Code.
Transactions Involving Directors or Officers
The Code contains a specific provision relating to the need for directors, officers and all employees to avoid conflicts of interest with the Company. Furthermore, the Corporate Governance Committee is mandated to consider questions of independence and possible conflicts of interest of directors and officers. To that end, each director and officer completes an annual questionnaire in which they report on all transactions material to the Company in which they have a material interest. A report of all transactions involving the Company and the directors and executive officers is provided to the Corporate Governance Committee.
Related-Party Transactions
The Audit, Finance and Risk Committee is specifically mandated to review and approve all related-party transactions between the Company (or any of its subsidiaries) and its executive officers or directors (or any affiliates of such officers or directors), other than those disclosed in the Company’s financial statements. Under our constating documents and as per the CBCA, a director or executive officer who has a material interest in a transaction or agreement involving the Company must disclose the interest and does not participate in any votes on the matter. All directors and executive officers also complete an annual questionnaire in which they identify the names of their related parties and any existing or potential related-party transactions or conflicts of interest that could be material to the Company.
Recoupment Policy
The Company has a Recoupment Policy that provides for the recoupment of money or shares, cancellation of outstanding vested awards and forfeiture of unvested awards received by employees, officers and directors in certain circumstances where the employee or director is involved in wrongdoing. For more information on this policy, please see page 45.

Other Measures
The Board takes other steps to encourage and promote a culture of ethical business conduct. First, under the Company’s Corporate Governance Principles, the Board has an obligation to satisfy itself as to the integrity of the CEO and other executive officers and that they are creating a culture of integrity throughout the organization. On an annual basis, the Corporate Governance Committee considers and reports to the Board on this issue. Significant efforts are made to ensure our employees fully understand their responsibilities under the Code through training, leadership communications, certification requirements and awareness initiatives. The level of awareness and understanding of our Code is monitored annually.
In addition to the Code, the Company has several other policies governing ethical business conduct, including the following:
 
Competition Law Policy – Provides employees with an understanding of the Company’s policy of compliance with all competition laws and information concerning the activities that are permitted and prohibited when dealing with competitors, customers and other parties.
Confidential Information and Trading in Securities Policy – Provides guidelines to employees with respect to the treatment of confidential information and advises Company insiders when it is permissible to trade securities of the Company. This policy also prohibits insiders from purchasing financial instruments designed to hedge or offset a decrease in the market value of the Company’s shares that they hold. Furthermore, insiders are prohibited from engaging in short selling of the Company’s securities, trading in put or call options on the Company’s securities or entering into equity monetization arrangements related to the Company’s securities.
25


Corporate Gifts and Entertainment Policy – Provides guidelines to Company employees on the appropriateness of gifts, gratuities or entertainment that may be offered to or accepted from third parties with whom the Company has commercial relations.
Corrupt Payments Prevention Policy – Prohibits the payment or receipt of bribes and kickbacks by the Company’s employees and agents. Facilitation payments are also prohibited.
Political Donation Policy – Prohibits all political donations by the Company.
The Company’s employees regularly receive either web-based or in-person compliance training that focuses on ethical business conduct and the foregoing policies. In addition, employees and directors who are considered "insiders" under Canadian securities laws have been provided with training concerning their obligations and responsibilities under Canadian securities laws.
6.    Nomination of Directors
Nominating Committee and Nomination Process
The Board has established the Corporate Governance Committee as its nominating committee. The Committee is composed entirely of independent directors. A summary of the key responsibilities of the Corporate Governance Committee can be found under "Committees of the Board of Directors."
The Corporate Governance Committee is responsible for identifying new candidates to stand as nominees for election or appointment as directors to the Board. The Corporate Governance Committee uses a skills matrix to assist in this process. On an annual basis, the Corporate Governance Committee reviews a matrix that sets out the various skills and experience considered to be desirable for the Board to possess in the context of the Company’s strategic direction. The Corporate Governance Committee then assesses the skills and experience of each current Board member against this matrix. When completed, the matrix helps the Corporate Governance Committee identify any skills or experience gaps and provides the basis for a search to be conducted for new directors to fill any gaps. The skills matrix is reviewed annually by the Corporate Governance Committee to ensure alignment with the Company’s corporate strategy. Following is the current board skills matrix outlining the skills and experience of each non-management director nominee.

26


Board SkillsNon-Management Director Nominees
ArnellBertramDobsonHoweKostelnikO'DonoghueRodgersWalkerWarmboldYang
Leadership - Experience as a previous or current CEO of a mid to large cap ($500 M+) public company or equivalent size private company or group division.
üüüüüü
Industry Knowledge and Experience - Experience in either the global commodity or chemicals industry.
üüüüüüü
Operations – Experience with oversight of large-scale process plant operations.
üüü
Finance – CFO, senior retired Audit Partner, experience in capital markets, or “financial expert” under SEC Rules.
üüüü
Government and Public Affairs – Broad experience with regulatory, political or public policy matters or engagement with governments internationally or domestically.
üüü
Board Experience – Board experience as a director of a large public company.
üüüüüüü
Health, Safety Environment & Sustainability – Managed organization or business unit with significant health, safety or environmental issues or knowledge and experience with ESG/sustainability initiatives.
üüüüüüü
International Perspective – High level of cultural fluency developed through managing or working in a major organization that has business in multiple international jurisdictions or as part of a global business leadership team.
üüüüüüüü
Energy - Significant experience with an international energy or oil and gas company ideally with experience in upstream gas development, power generation or new energy markets.
üüüüüü
Understanding of Natural Gas Feedstock Issues - Strong understanding of business drivers in context of natural gas feedstock supply arrangements in multiple jurisdictions, including North America.
üüüüüü
China - Experience successfully growing a foreign company’s presence in China and/or with the Chinese government and State-Owned Enterprises.
ü
Large Capital Projects Execution - Experience overseeing the delivery of large capital projects on time and on budget.
üüüüüü
Business Growth: Strategies and Risks - Understanding of implications of executing a plan for business growth including strategy, risks and people implications.
üüüüüüüü
In identifying potential director candidates, the Corporate Governance Committee takes into account a broad variety of factors it considers appropriate, including skills, independence, financial acumen, board dynamics and personal characteristics. In addition, diversity (as described more fully below) is considered when identifying potential director candidates. Desirable individual characteristics include integrity, credibility, the ability to generate public confidence and maintain the goodwill and confidence of our shareholders, sound and independent business judgment, general good health and the capability and willingness to travel to, attend and contribute at Board functions on a regular basis. Background checks, as appropriate, are completed prior to nomination.
With the exception of Paul Dobson and Kevin Rodgers, who were appointed directors pursuant to the terms of the Cooperation Agreement dated April 12, 2019 between the Company and the Company's largest shareholder, M&G Investment Management Limited, suitable director candidates have been identified with the assistance of an executive search firm retained under the authority of the Corporate Governance Committee. The selection process is led by the Chair of the Corporate Governance Committee with input received from all Committee members and the Chair of the Board. The Chair of the Corporate Governance Committee, the Chair of the Board, the CEO and, where appropriate, other directors or senior executives meet in person with the candidate to discuss his or her interest and ability to devote the time and resources required to meet the Company’s expectations for directors. The recommended candidate is then formally considered by the Corporate Governance Committee and, if approved, the candidate is recommended to the Board.

27


Diversity
The Company has a Board Diversity Policy applicable to the directors of the Company. The full text of the Board Diversity Policy can be found on the Company’s website, and is summarized as follows:

The Company strives to create an inclusive culture in which diversity is valued and where differences are embraced; where everyone feels empowered and has the opportunity to contribute, develop, and advance. The Company is committed to demonstrating inclusive behaviours in all aspects of its business so that everyone is able to bring their authentic selves into the workplace.

The Company recognizes the importance of diversity, including gender diversity, at all levels of the Company, including the Board. Board diversity promotes the inclusion of different perspectives and ideas and ensures that the Company has the opportunity to benefit from all available talent. This enhances and improves decision making, which helps maintain a competitive advantage and makes for better corporate governance.

The Board believes that having diversity in the background and perspectives of its directors is essential for creating an appropriate balance of skills, experience, independence and knowledge required on the Board and enhancing board effectiveness. For the purposes of this Policy "diversity" encompasses characteristics or qualities that can be used to differentiate groups and people from one another and includes gender and gender identity, sexual orientation, visible minorities, Aboriginal peoples, persons with disabilities, age, education, business experience, professional expertise, personal character and interests, stakeholder perspectives, geographic background and other diverse attributes.

The Corporate Governance Committee considers these diversity attributes and the Board's diversity target, described below, when identifying and nominating candidates for Board appointments and are factored into the recruitment and decision-making process when new Board appointments are made. The Board Diversity Policy stipulates that when engaging external search consultants to identify future candidates for Board or executive roles, such consultants are requested to take full account of all aspects of diversity in preparing their candidate list to provide a diverse and balanced slate. Ultimately, appointments are based on merit, measured against objective criteria.

In 2021, the Company added a target in the Board Diversity Policy that each gender comprises at least 30% of the directors on the Board and in 2022, the Board further revised the Policy to include a target that at least 40% of independent directors be individuals that are women, Aboriginal peoples, persons with disabilities, members of visible minorities3 and/or LGBTQ+, while maintaining a composition in which each gender comprises at least 30% of the independent directors. The Board currently meets each of its diversity targets.

In addition to promoting Board diversity, the Board monitors the initiatives undertaken by the Company to promote diversity within the organization. The Company continues to integrate diversity into its existing practices in order to enhance the diversity of senior management. Although no targets have been adopted for executive or senior positions, through our annual talent review and succession planning process, we review the diversity of both our executive team and the management teams of each business group. Following the establishment of a new management position, Director, Diversity & Inclusion ("D&I"), in 2020, management established a D&I Council made up of a diverse group of senior leaders from across the globe to lead the development of a D&I strategy. The Company partnered with Ernst & Young to assess its current D&I culture and provide support with the development of a strategy and three-year roadmap to foster a more diverse and inclusive organization. More information on the D&I strategy can be found in the 2021 Sustainability Report available on our website when it is issued in April 2022.

As at the date of the Information Circular, the number and proportion (in percentage) of directors and senior management of the Company who identify as women, persons with disabilities, Aboriginal peoples or members of visible minorities is:


Women
Persons with disabilities
Aboriginal peoples
Members of visible minorities
Number
%
Number
%
Number
%
Number
%
Total number
Number of individuals that are members of more than one designated group
Independent directors
545
0
0
0
0
218111
Senior management4
1
17
0
0
0
0
0
0
6
0





3 Women, Aboriginal peoples, persons with disabilities and members of visible minorities have the meaning set out in the Equal Employment Act (Canada).
4 Senior management refers to the Company's Executive Leadership Team (comprised of the Chief Executive Officer, Chief Financial Officer and Senior Vice Presidents) but does not include the Chair of the Board who is grouped with independent directors.
28



For the purposes of the Nasdaq's Board Diversity Rule5, the Board's Diversity Matrix as of March 10, 2022 is:

Board Diversity Matrix
Country of Principle Executive OfficesCanada
Foreign Private IssuerYes
Disclosure Prohibited Under Home Country LawNo
Total Number of Directors12
Part I: Gender Identity
Female MaleNon-BinaryDid Not Disclose Gender
 Directors5700
Part II: Demographic Background
Underrepresented Individual in Home Country2
LGBTQ+0
Did Not Disclose0
For the purpose of the Board Diversity matrix above, "Underrepresented Individual in Home Country" includes persons with disabilities, Aboriginal peoples, and members of visible minorities. This is consistent with the Company's reporting requirements in Canada.
Majority Voting for Directors
The Board has a policy that states that any nominee for election as a director at an annual general meeting for whom the number of votes withheld exceeds the number of votes cast in his or her favour will be deemed not to have received the support of shareholders. A director elected in such circumstances will tender his or her resignation to the Chair of the Corporate Governance Committee and that Committee will review the matter and make a recommendation to the Board. The Board will accept the resignation unless there are exceptional circumstances. The Board will, within 90 days of the annual general meeting, issue a public release either announcing the resignation of the director or justifying its decision not to accept the resignation.
If the resignation is accepted, the Board may appoint a new director to fill the vacancy created by the resignation. This policy applies only to uncontested director elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected.
Following the annual general meeting, voting results for directors are issued in a press release and filed on SEDAR at www.sedar.com.
7.    Director Tenure
The Board is committed to maintaining an appropriate balance between director retention and renewal. The Company believes that continuity on the Board is an asset and is essential to an effective and well-functioning Board. Due to the number of years it takes to acquire sufficient Company-specific knowledge and the cyclical nature of the chemical industry, the Company places great value on longer-serving directors' experience.
However, we also value board renewal and believe it is critical to ensuring that we have a high performing board over the long term. Turnover in Board membership provides an opportunity to enhance diversity of perspectives and adds significant value through the ongoing input of fresh ideas and new knowledge.
The Company's Director Tenure Policy does not include term limits for directors nor mandatory retirement age provisions. Instead, the Policy outlines other processes that the Board has adopted to effectively manage board renewal, including:
 
annual evaluations of individual directors to monitor the effectiveness of each director’s contribution;
5 Nasdaq Rule 5605(f)
29


the Corporate Governance Committee and the Chair of the Board annually review the membership of the Board to enable the Board to manage its overall composition and maintain a balance of directors to ensure long-term continuity and effectiveness; and
the Chair of the Board and the Chair of the Governance Committee are responsible for developing a long-term board succession plan that incorporates input from one-on-one discussions between the Chair of the Board and each Board member, including discussions regarding estimated future retirement dates for each Board member. This plan is reviewed and updated on an annual basis after the Chair of the Board completes his one-on-one evaluation meeting with each Board member.
8.    Director and Officer Compensation
Director and officer compensation is determined by the Board. The process followed for determining director compensation is described starting on page 32 and the process followed for executive compensation is described commencing on page 46.
9.    Shareholder Feedback on Executive Compensation
The Board appreciates the importance that shareholders place on executive compensation and believes that it is important to engage shareholders on this topic. With this in mind, the Company provides an opportunity via our website for shareholders to provide direct feedback to management regarding our approach to executive compensation as disclosed in this Information Circular. We offer this opportunity on an annual basis and information on how to provide the feedback is available to shareholders at the Investor Relations section of our website from March 24, 2022 (the date this Information Circular is anticipated to be filed with securities regulators) until June 30, 2022. Shareholders may comment generally or on specific aspects of our executive compensation and may provide as much detail as they wish, and may be contacted in order for the Board to better understand their particular concerns. All comments will be provided to the Chair of the Human Resources Committee and discussed at the July 2022 Human Resources Committee meeting to determine whether any actions should be taken to address concerns raised. We will provide a report on this process in our annual disclosure documents next year. Please refer to Shareholder Engagement on page 31 for further information.
Report on the 2021 Shareholder Survey
In 2021, we did not receive any feedback through our website from shareholders regarding our approach to executive compensation.

10.    Board, Committee and Director Assessments
The Company’s Corporate Governance Principles state as follows:
Performance as a director is the main criterion for determining a director’s ongoing service on the Board. To assist in determining performance, each director will take part in an annual performance evaluation process that shall include a peer evaluation and a confidential discussion with the Chair of the Board.
Our Board conducts an annual performance evaluation and the Corporate Governance Committee oversees the process. Annually, directors are surveyed and asked to evaluate the overall performance and effectiveness of the Board and to make suggestions for improvement. In addition, directors have the opportunity to evaluate and comment on the effectiveness of the Committees, individual directors and the Chair of the Board.
In 2021, directors provided comments on numerous matters, including the Board’s performance of its oversight role, the Board's composition and whether the Board has the appropriate mix of skills and experiences, and the Board's structure for providing oversight of ESG topics.
In 2021, the results of the survey were provided to the Chair of the Board only and he then presented an overview of the results to both the Corporate Governance Committee and the Board at their September meetings. The Chair of the Board also presented an overview of the results to the individual committees as they pertained to them.
Prior to the September Board and Committee meetings, the Chair of the Board has a private conversation with each director regarding their own performance and effectiveness as well as the performance of their fellow directors. In 2021, the Chair of the Corporate Governance Committee received the section of the results of the Board survey that related to the Chair of the Board's performance which formed the basis of a private conversation between the Chair of the Corporate Governance Committee and the Chair of the Board. The content of that conversation was reported by the Chair of the Corporate Governance Committee to the full Corporate Governance Committee at its September meeting.
30


11.    Management Succession Planning
The Company has detailed succession plans for each executive officer and each of such officer’s direct reports. For more information on the Company’s succession planning process, please see page 45.
12.    Shareholder Engagement
The Company believes that communication with shareholders is key to transparency and facilitates a full and fair understanding of the Company. To facilitate such engagement, the Board has adopted a Shareholder Engagement Policy, which can be found on the Company’s website. The Company seeks to communicate with its shareholders through a variety of channels, including its disclosure documents and news releases, its website and presentations at investor conferences. 

Shareholder feedback is received through one-on-one or group meetings between management and institutional shareholders as well as by letter (via regular mail or courier), email or telephone contact. With respect to shareholder feedback on executive compensation matters, the Chair of the Board solicits feedback during meetings with institutional shareholders and the Investor Relations page of the Company's website is enabled to receive such feedback annually from approximately mid-March to June 30. Shareholders may also make their views known through voting for individual directors, an annual say-on-pay advisory vote and other matters submitted to shareholders for approval. In addition, shareholders may put forward shareholder proposals in accordance with applicable rules.

As appropriate, relevant shareholder concerns are addressed promptly by the Investor Relations department which regularly shares feedback with management on investor sentiment and key questions or concerns. Management then reports to the Board on material shareholder comments and feedback that it receives. Shareholders may communicate their views to management and the Board through our Investor Relations department by sending a message to:

Investor Relations Department
Methanex Corporation
Suite 1800, 200 Burrard Street
Vancouver, BC  V6C 3M1
Telephone: 604-661-2600 or Toll Free: 1 800 661 8851
Email: invest@methanex.com

Shareholders may themselves initiate communications directly with the Board. To do so, shareholders should communicate their questions or concerns to the independent directors through the Chair of the Board by mail (marking the envelope "Confidential") or email:

Chair of the Board
c/o General Counsel & Corporate Secretary
Methanex Corporation
Suite 1800, 200 Burrard Street
Vancouver, BC  V6C 3M1
Email: boardchair@methanex.com

All relevant correspondence, with the exception of solicitations for the purchase or sale of products and services and other similar types of correspondence, will be forwarded to the Chair. 
31


PART IV COMPENSATION
COMPENSATION OF DIRECTORS
All amounts in this section "Compensation of Directors" are shown in Canadian dollars except where otherwise noted.
Objective and Design of the Director Compensation Program
We are the world’s largest producer and supplier of methanol with sales and operations around the globe and revenues of approximately USD $4 billion in 2021. As such, the main objective of the Company’s director compensation program is to attract and retain directors with international experience, a broad range of relevant skills and knowledge and the ability to successfully carry out the Board’s mandate. The Board’s mandate can be found in section 3 of our Corporate Governance Principles which are attached to this Information Circular as Schedule A and can also be found on our website.
Directors of the Company are required to devote significant time and energy to the performance of their duties. The Terms of Reference for Individual Directors and the Corporate Governance Principles set forth an extensive list of responsibilities and expectations for the Board as a whole and for each individual director. Directors are expected to prepare for and attend an average of six Board meetings per year, participate on Committees and ensure that they stay informed about the Company’s business and the rapidly changing global business environment. Therefore, to attract and retain experienced, skilled and knowledgeable directors who are willing and able to meet these expectations, the Board believes that it is necessary for the Company to offer a competitive compensation package.
Our director compensation program is designed primarily to:
 
compensate directors for applying their knowledge, skills and experience in the performance of their duties;
align the actions and economic interests of the directors with the interests of long-term shareholders; and
encourage directors to stay on the Board for a significant period of time.
Director compensation is paid only to non-management directors and is comprised primarily of cash fees (including an annual retainer) and a share-based award. Non-management directors are not eligible to receive stock options under the terms of the Company’s Stock Option Plan. The "Directors’ Total Compensation" table on page 35 sets out the total compensation earned by the directors in 2021.
As part of this compensation program, the directors also have share ownership requirements. See “Directors’ Share Ownership Requirements” on page 39 for more details. The Board believes that share ownership requirements further promote the objectives of director retention and alignment with long-term shareholders.
Process for Determining Director Compensation
The Corporate Governance Committee, composed entirely of independent directors, is responsible for annually recommending to the Board for approval the compensation for the independent directors, including the appropriate compensation elements and the target compensation for each element.
The Corporate Governance Committee has determined that the target compensation level for directors should be competitive with the 50th percentile of a relevant comparator group. The comparator group of companies used by the Corporate Governance Committee for reviewing and determining director compensation is the same comparator group used for reviewing and determining executive compensation. This comparator group is developed by the Human Resources Committee and consists of North American-based companies in the chemicals, mining and oil and gas industries with global operations which, where possible, operate in a commodity-based or cyclical business. The companies in the comparator group are listed below:
Agnico Eagle Mines Limited* Albemarle Corporation
Ashland Global Holdings Inc.
Avient Corportion (formerly PolyOne) Baytex Energy Corporation*
Cabot Corporation
*       denotes Canadian companies
Celanese Corporation
Centerra Gold* FMC Corporation
H.B. Fuller Company
IAMGOLD Corporation*
International Flavors & Fragrances Inc.
Kinross Gold Corporation*
              
Lundin Mining Corporation*
Olin Corporation
RPM International Inc.
The Chemours Corporation Vermillion Energy Inc.* Westlake Chemical Corporation Yamana Gold Inc.*
32


The Corporate Governance Committee reviews director compensation at least every two years. At its 2020 review it was determined that, to be consistent with prudent cash and cost management efforts made by the Company, there would be no increase to director compensation for 2021. As a result, director compensation was unchanged for three years, 2019-2021 inclusive. The Corporate Governance Committee reviewed director compensation in September 2021 and determined that to maintain the target level of the 50th percentile of the comparator group, an increase was required commencing with fees earned in 2022.

The following table summarizes the compensation received by the Chair and non-management directors in 2022 and 2021. All other aspects of director compensation remain unchanged during this period with the exception of the annual retainer for the chairs of the Corporate Governance and Responsible Care Committees, which increased from $10,000 to $15,000 commencing in 2022.

20222021
Annual Retainer (Cash)
($)
Value of Share-Based Awards
($)
Total
($)
Annual Retainer (Cash)
($)
Value of Share-Based Awards
($)
Total
($)
Chair of the Board180,000 270,000450,000 172,000 258,000430,000 
Other non-management directors104,000 156,000260,000 96,000 144,000240,000 
Elements of Director Compensation
Director compensation is comprised of two elements, namely (i) annual retainer and other fees and (ii) share-based awards. Each element is described in detail below.
Annual Retainer and Other Fees
During the year ended December 31, 2021, annual retainer and other fees were paid to non-management members of the Board on the following basis:
Annual retainer for the Chair of the Board$172,000annual
Annual retainer for a non-management director (excluding the Chair of the Board)$96,000annual
Annual retainer for the Chairs of the Corporate Governance and Responsible Care Committees$10,000annual
Annual retainer for the Chair of the Audit, Finance and Risk Committee$20,000annual
Annual retainer for members of the Audit, Finance and Risk Committee, including the Chair$10,000annual
Annual retainer for the Chair of the Human Resources Committee$20,000annual
Cross-country or intercontinental travel fee to attend Board or Committee meetings$2,500per trip
Travel fee for site visits undertaken separate and apart from attendance at Board or Committee meetings (and not for orientation purposes upon joining the Board)$2,500per day
Notwithstanding that directors do not receive meeting attendance fees, if over 10 Board meetings are held in a year, the Corporate Governance Committee has the discretion to determine whether any meeting fees are appropriate.
In 2021, the Chair of the Board received a flat fee annual retainer and did not receive any additional fees.
Share-Based Awards - Restricted Share Unit Plan for Directors
Directors are awarded RSUs under the Company’s Restricted Share Unit Plan for Directors as part of the share-based component of their compensation. Directors may elect to receive their RSU award in the form of DSUs, which are more fully described in the following section. In addition, directors who are in compliance with their share ownership requirements at the time they make their election, may elect to receive the cash equivalent of their RSU award. In 2022 one director elected to receive the cash equivalent of their share-based award and in 2021, two directors made such election. The table below summarizes the share-based awards granted to directors in 2022 and 2021:
2022
2021
Chair of the Board4,200 RSUs or DSUs5,400 RSUs or DSUs
All other non-management directors2,400 RSUs or DSUs3,000 RSUs or DSUs
33


RSUs are notional shares credited to an “RSU Account.” When dividends are paid on Common Shares, an equivalent value of additional RSUs is calculated and credited to each individual’s RSU Account. RSUs granted in any year, together with applicable dividend equivalents, will vest on December 1, in the 24th month following the end of the year in which the award was made. For example, RSUs granted in 2021 will vest on December 1, 2023. Following vesting, directors are entitled to receive a cash payment based on the weighted average closing price of the Common Shares on the TSX during the last 15 days prior to the vesting date, net of applicable withholding tax. RSUs do not entitle participants to any voting or other shareholder rights and are non-dilutive to shareholders.
Upon retirement, all outstanding RSUs vest at the date of retirement and the director is entitled to receive a cash payment within 90 days from the vesting date. The cash payment is based on the weighted average closing price of the Common Shares on the TSX during the last 15 days prior to the vesting date, net of applicable withholding tax.
The Board believes that share-based awards granted to directors both compensate the directors for the performance of their duties and also promote director retention and alignment with the interests of long-term shareholders. The target dollar value of such award ("Target Dollar Value") is determined by the Corporate Governance Committee during its review of director compensation and is targeted to be similar to the awards granted to non-management directors in the 50th percentile of the comparator group as discussed under "Process for Determining Director Compensation."
In 2021, the Target Dollar Value was $144,000 for each non-management director and $258,000 for the Chair of the Board. In 2022, the Target Dollar Value is $156,000 for each non-management director and $270,000 for the Chair of the Board. Each non-management director received the number of RSUs (or DSUs) determined by dividing the Target Dollar Value by the weighted average closing price of the Common Shares on the TSX for the 30-day period ending on the date prior to the date of the grant, and then rounded. In 2021 the grant date was March 4, 2021 and in 2022 the grant date was March 10, 2022.
Share-Based Awards - Deferred Share Unit Plan (Director DSUs)
Under the Company’s Deferred Share Unit Plan (the "DSU Plan"), each non-management director elects annually to receive 100%, 50% or 0% of his or her retainer and other fees as DSUs. The actual number of DSUs granted to a director is calculated at the end of each quarter by dividing the dollar amount elected to the DSU Plan by the five-day average closing price of the Common Shares on the TSX during the last five trading days of that quarter. Additional DSUs are credited corresponding to dividends declared on the Common Shares. Under the terms of the DSU Plan, directors must elect to become a member of the DSU Plan by December 31 in any year in order to be eligible to receive DSUs in the following calendar year. Directors may also elect to receive their share-based award in the form of DSUs. See the section above "Share-Based Awards – Restricted Share Unit Plan for Directors".
DSUs held by a director are redeemable only after the date on which the director retires as a director of the Company or upon death ("Termination Date"), and a lump-sum cash payment, net of any withholdings, is made after the director chooses a valuation date. A director may choose a valuation date falling between the Termination Date and December 1 of the first calendar year beginning after the Termination Date, but the director cannot choose a date retroactively. The lump-sum amount is calculated by multiplying the number of DSUs held in the account by the closing price of the Common Shares on the TSX on the valuation date.
The Board believes that providing directors with the alternative of receiving their cash fees and share-based awards in the form of DSUs, which may not be redeemed until retirement or death, further promotes director retention and alignment with the interests of long-term shareholders.
Stock Options
Non-management directors are not granted stock options.
Perquisites
Certain minor out-of-pocket expenses incurred by directors are paid for by the Company. All such expenses, if any, are included in the "All Other Compensation" column found in the Directors’ Total Compensation table.


34


All amounts in this section "Compensation of Directors" are shown in Canadian dollars except where otherwise noted.
Directors’ Total Compensation

The following table sets out what each director earned by way of annual retainer, other fees and share-based awards for 2021. Ms.Yang is not included in the table as she was not a director in 2021.  
Director
Annual
Retainer

($)
Annual
Retainer for
Committee
Chairs
($)
Annual
Retainer for
Audit & HR
Committee
Chairs
($)
Annual
Retainer for
Audit
Committee
Members
($)
Travel Fees &
Ad hoc site
visit fees(1)
($)
Total
Fees Earned(2)
($)
Share-Based
Award(3)
($)
All Other
Comp-
ensation(4)
($)
Total
($)
Douglas Arnell172,000 — — — — 172,000 265,302 13,524 450,826 
James Bertram96,000 — 13,333 10,000 — 119,333 147,390 6,351 273,074 
Phillip Cook(5)
96,000 3,333 — — 5,000 104,333 147,390 3,207 254,930 
Paul Dobson96,000 — — 10,000 — 106,000 147,390 2,698 256,088 
John Floren(6)
Maureen Howe(7)
96,000 6,667 5,000 10,000 — 117,667 144,000 2,708 264,375 
Robert Kostelnik96,000 10,000 — — 7,500 113,500 147,390 3,207 264,097 
Leslie O'Donoghue96,000 — — 6,667 — 102,667 147,390 1,230 251,287 
Janice Rennie(8)
32,000 — 6,667 3,333 — 42,000 144,000 1,307 187,307 
Kevin Rodgers96,000 — — — 5,000 101,000 147,390 2,714 251,103 
Margaret Walker96,000 — — — 7,500 103,500 147,390 3,207 254,097 
Benita Warmbold96,000 — 20,000 10,000 5,000 131,000 147,390 5,931 284,321 
Total1,068,000 20,000 45,000 50,000 30,000 1,213,000 1,732,422 46,083 2,991,505 
 
(1)Travel fees are paid per trip for cross-country or intercontinental travel to attend Board or Committee meetings or for site visits undertaken separate and apart from attendance at Board or Committee meetings (and not for orientation purposes upon joining the Board).
(2)This column includes all retainers and travel fees earned during 2021. This column also includes any fees paid in DSUs. Under the DSU Plan, non-management directors may elect to receive 100%, 50% or 0% of their annual cash retainer as DSUs. The DSU Plan is more fully described under "Share-Based Awards - Deferred Share Unit Plan (Director DSUs)". In 2021, Messrs. Arnell and Bertram elected to receive 100% of their cash retainers as DSUs (Arnell: 3,541 DSUs; and Bertram: 2,443 DSUs). The number and value of the DSUs received by Messrs. Arnell and Bertram in lieu of fees are reflected in the "Share-Based Awards - Value Vested During the Year" table on page 38.
(3)This column reflects the grant date fair value of the share-based compensation (RSUs and DSUs) received by directors in 2021. The value shown is calculated by multiplying the number of RSUs or DSUs awarded in 2021 by the closing price of the Common Shares on the TSX on March 3, 2021, the day before such share units were granted, being $49.13. The grant date fair value shown in this column is the same as the accounting fair value. Directors can elect to receive their share-based compensation award as RSUs or DSUs. Commencing in 2014, if share ownership requirements are met at the time they make their election, directors may elect to receive the value of their share-based award as cash. Please see "Share-Based Awards - Restricted Share Unit Plan for Directors" for more information. In 2021, Ms. Howe and Ms. Rennie made such election.
(4)This column is made up of the value of additional share units earned by directors in 2021 (RSUs and/or DSUs as applicable) corresponding to dividends being declared on Common Shares during 2021. See "Share-Based Awards – Restricted Share Unit Plan for Directors" and "Share-Based Awards - Deferred Share Unit Plan (Director DSUs)" for more information on dividend equivalents. With respect to dividend equivalent DSUs, the value of dividend equivalent additional DSUs is calculated by multiplying the number of such units by the Canadian dollar closing price of the Common Shares of the TSX on the day that such units were credited. With respect to dividend equivalent RSUs, the value of dividend equivalent additional RSUs is calculated by multiplying the number of such units by the weighted average Canadian dollar closing price of the Common Shares of the TSX for the 15 trading days prior to the day that such units were credited. No perquisites were paid in 2021.
(5)Mr. Cook is not standing for re-election at the Meeting.
(6)Mr. Floren is President & CEO of the Company and therefore did not receive any compensation as a director. See "Statement of Executive Compensation" for information on Mr. Floren’s compensation in 2021.
(7)In July 2021, Ms. Howe was Acting Chair of the Audit, Finance and Risk Committee and received a one-time fee for fulfilling this role.
(8)Ms. Rennie retired as a director in April 2021.


35


Directors’ Outstanding Share-Based Awards
The following table shows the number of share-based awards held by each director as at December 31, 2021. Directors do not receive option-based awards. Ms.Yang is not included in the table as she was not a director in 2021.
 
 
Outstanding Share-Based Awards as at December 31, 2021
Director
Shares or Units of Shares
that Have Not Vested(1)
(#)
Market or Payout Value
of Share-Based
Awards that Have Not
Vested(1)
($)
Market or Payout Value of
Vested Share-Based
Awards Not Paid Out or
Distributed(2)
($)
Douglas Arnell888,160
James Bertram431,195
Phillip Cook(3)
6,558328,162
Paul Dobson6,558328,162
John Floren(4)
Maureen Howe279,874
Robert Kostelnik6,558328,162
Leslie O'Donoghue151,321
Janice Rennie(5)
Kevin Rodgers328,713
Margaret Walker6,558328,162
Benita Warmbold626,201

(1)These columns reflect the number and value of outstanding unvested RSUs as at December 31, 2021 and include dividend equivalent RSUs credited since the date of the original RSU grants. The value of the RSUs outstanding is calculated by multiplying the number of RSUs outstanding by the closing price of the Common Shares on the TSX on December 31, 2021, being $50.04.
(2)This column reflects the value of vested DSUs received as their annual share-based award ("Annual DSUs") held by each director as at December 31, 2021, and includes dividend equivalent Annual DSUs credited since the date of the original Annual DSU grants. The value of the Annual DSUs is calculated by multiplying the number of Annual DSUs outstanding by the closing price of the Common Shares on the TSX on December 31, 2021, being $50.04.
(3)Mr. Cook is not standing for re-election at the Meeting.
(4)Mr. Floren was President & CEO during 2021 and therefore did not receive any compensation as a director. See “Statement of Executive Compensation” for information on Mr. Floren’s compensation in 2021.
(5)Ms. Rennie retired as a director in April 2021. Following her retirement, she redeemed all of her outstanding DSUs (13,988 DSUs).


36


The following table shows the total number and value of DSUs, including both DSUs received in lieu of fees and received as annual share-based awards ("Outstanding DSUs"), held by each director as at December 31, 2021 and includes dividend equivalent Outstanding DSUs credited since the date of the original Outstanding DSU grants. The value is calculated by multiplying the number of Outstanding DSUs by the closing price of the Common Shares on the TSX on December 31, 2021, being $50.04. The actual amount paid to a director on settlement of Outstanding DSUs depends on the valuation date chosen by the director. See "Share-Based Awards - Deferred Share Unit Plan (Director DSUs)" for more detailed information regarding the DSU Plan and the valuation date that directors may choose. Ms.Yang is not included in the table as she was not a director in 2021.  
Director
Number of Outstanding DSUs as at Dec. 31, 2021
(#)
Value of Outstanding
DSUs as at Dec. 31, 2021
($)
Douglas Arnell34,7201,737,389
James Bertram16,732837,269
Phillip Cook(1)
Paul Dobson
John Floren(2)
Maureen Howe6,750337,770
Robert Kostelnik
Leslie O'Donoghue3,024151,321
Janice Rennie(3)
Kevin Rodgers6,569328,713
Margaret Walker
Benita Warmbold14,554728,282

(1)Mr. Cook is not standing for re-election at the Meeting.
(2)Mr. Floren was President & CEO during 2021 and therefore did not receive any compensation as a director. See "Statement of Executive Compensation" for information on Mr. Floren's compensation in 2021.
(3)Ms. Rennie retired as a director in April 2021. Following her retirement, she redeemed all of her outstanding DSUs (13,988 DSUs).


37


Directors’ Share-Based Awards – Value Vested during the Year
The following table shows the aggregate dollar value realized by each director upon vesting of share-based awards during 2021. Directors do not receive stock options and do not receive any non-equity incentive plan compensation. Ms.Yang is not included in the table as she was not a director in 2021.  
 Share-Based Awards – Value Vested during the Year
 
Number Vested during 2021
(#)
Value Vested during 2021
($)
 
RSUs(1)
DSUs(2)
Total
RSUs(3)
DSUs(2)
Total
DirectorShare-Based
Award
Granted 
in Lieu 
of Fees(4)
Share-Based
Award(5)
Dividend
Equivalents(6)
Share-Based
Award
Granted 
in Lieu 
of Fees
(4)
Share-Based
Award(5)
Dividend
Equivalents(6)
Douglas Arnell— 3,541 5,400 264 9,205 — 172,000 265,302 13,524 450,826 
James Bertram— 2,443 3,000 124 5,567 — 119,333 147,390 6,351 273,074 
Phillip Cook(7)
2,034 — — — 2,034 111,678 — — — 111,678 
Paul Dobson— — — — — — — — — — 
John Floren(8)
Maureen Howe— — — 53 53 — — — 2,708 2,708 
Robert Kostelnik2,034 — — — 2,034 111,678 — — — 111,678 
Leslie O'Donoghue — — 3,000 24 3,024 — — 147,390 1,230 148,620 
Janice Rennie(9)
— — — 30 30 — — — 1,307 1,307 
Kevin Rodgers— — 3,000 53 3,053 — — 147,390 2,714 150,104 
Margaret Walker2,034 — — — 2,034 111,678 — — — 111,678 
Benita Warmbold— — 3,000 116 3,116 — — 147,390 5,931 153,321 

(1)This column represents RSUs that were awarded in 2018 and vested on December 1, 2021, together with dividend equivalent RSUs credited in respect thereof. See "Share-Based Awards – Restricted Share Unit Plan for Directors" for more information.
(2)DSUs vest immediately upon grant; however, they may not be redeemed by a director until retirement or upon death. Directors may elect to receive 100%, 50% or 0% of their annual cash retainer and other fees as DSUs. Directors may also elect to receive their share-based award in the form of DSUs. Additional DSUs are credited each quarter corresponding to dividends declared on Common Shares. See "Share-Based Awards - Deferred Share Unit Plan (Director DSUs)" for more information.
(3)The value of the RSUs shown in this column reflects the amount actually paid to directors for RSUs that vested on December 1, 2021, calculated in accordance with the terms of the RSU Plan by multiplying the number of vested units (including fractional units) by the weighted average closing price of the Common Shares on the TSX during the 15 trading days prior to the vesting date, being $54.90.
(4)These columns reflect the number and value of DSUs received in lieu of fees earned in 2021, as elected by non-management directors. DSUs are granted in lieu of fees on a quarterly basis and the number of DSUs granted at the end of each quarter is calculated by dividing one-quarter of the annual fees elected to be received as DSUs by the average closing price of the Common Shares on the TSX on the last five trading days of the preceding fiscal quarter. In 2021, Messrs. Arnell and Bertram elected to receive 100% of their cash retainers as DSUs and thus the value of DSUs granted to Messrs. Arnell and Bertram in lieu of fees is equal to their total fees earned as noted in the Directors' Total Compensation table on page 35.
(5)These columns reflect the number and value of DSUs granted to directors in 2021 as share-based awards. The value shown is the grant date fair value (which is the same as accounting fair value) and is calculated by multiplying the number of DSUs awarded in 2021 by the closing price of the Common Shares on the TSX on March 3, 2021, the day before such share units were granted, being $49.13. Directors can elect to receive their share-based award as RSUs or DSUs, or the cash equivalent. See "Share-Based Awards—Restricted Share Unit Plan for Directors" for more information. In 2021 Ms.Howe and Ms. Rennie made such election.
(6)These columns reflect dividend equivalent additional DSUs credited on outstanding DSUs in 2021, and the value is calculated by multiplying the number of such additional DSUs by the closing price of the Common Shares on the TSX on the day that such DSUs were credited.
(7)Mr. Cook is not standing for re-election at the Meeting.
(8)Mr. Floren was President & CEO during 2021 and therefore did not receive any compensation as a director. See "Statement of Executive Compensation" for information on Mr. Floren’s compensation in 2021.
(9)Ms. Rennie retired as a director in April 2021.




38


Directors’ Share Ownership Requirements
The Company has share ownership requirements for directors to promote shareholder alignment. Each non-management director is required to own Common Shares having a value equal to at least 3 times their total retainer, which includes both the cash and equity components of the retainer. Ownership requirements are measured in March of each year. In the event a share price change from the prior year results in a director falling below the minimum shareholding requirement, such director has one year from the date of measurement to meet the requirement. RSUs and DSUs held by a director are considered when determining whether the individual is meeting the share ownership requirements. Directors have five years from the date of their appointment to meet their share ownership requirement and a new Chair of the Board has five years from the date of their appointment as Chair to meet their increased share ownership requirement.
The following table shows, among other things, the number of Common Shares, RSUs and DSUs held by each director as at March 10, 2022 compared to the number of Common Shares, RSUs and DSUs held as at March 4, 2021 and the percentage of the requirement achieved for each director based on their holdings as at March 10, 2022.
DirectorDirector
Since
As At
Common
Shares
Held(1)
(#)
Share Units
Held
(#)
Total
Common
Shares
and Share
Units Held
(#)
Total At-Risk
Value of Common
Shares and Share Units(2)
($)
Value of Common
Shares and Share Units Required to Meet Requirement(3)
($)
Percentage
of
Requirement
Achieved
(%)
Amount 
at Risk as 
a Multiple of Annual
Retainer
Meets
Requirement
RSUsDSUs
Douglas Arnell(4)
Oct-16Mar 10, 20225,555— 38,92044,4752,619,1331,350,000 19414.6Yes
Mar 4, 20215,555— 30,91536,4701,838,088 
Change— +8,005+8,005+781,045
James BertramOct-18Mar 10, 202220,525 — 19,132 39,6572,335,401780,000 29922.5Yes
Mar 4, 202112,650 — 14,165 26,8151,351,476 
Change+7,875— +4,967+12,842+983,925
Phillip Cook(5)
May-06Mar 10, 202230,0008,958— 38,9582,294,237780,000 29422.1Yes
Mar 4, 202125,0008,529— 33,5291,689,862 
Change+5,000 +429— +5,429+604,375
Paul DobsonApr-19Mar 10, 20225,9128,958— 14,870875,694 780,000 1128.4Yes
Mar 4, 20213,0006,505— 9,505479,052
Change+2,912 +2,453— +5,365+396,642
John Floren(6)
Jan-13
Maureen HoweJun-18Mar 10, 202224,350 — 6,750 31,1001,831,479 780,000 23517.6Yes
Mar 4, 202122,500 — 6,697 29,1971,471,529 
Change+1,850 — +53+1,903+359,950
Robert KostelnikSep-08Mar 10, 202227,000 8,958— 35,9582,117,567 780,000 27120.4Yes
Mar 4, 202127,000 8,529— 35,5291,790,662 
Change+429— +429+326,905
Leslie O'DonoghueApr-20Mar 10, 202211,000— 5,42416,424967,209 780,000 1249.3Yes
Mar 4, 202111,000— 3,00014,000705,600 
Change+2,424 +2,424+261,609
Kevin RodgersJul-19Mar 10, 20226,000— 8,969 14,969881,524 780,000 1138.5Yes
Mar 4, 20216,0006,516 12,516630,806 
Change+2,453 +2,453+250,718
Margaret WalkerApr-15Mar 10, 20229,5008,958— 18,4581,086,992 780,000 13910.5Yes
Mar 4, 20219,5008,529— 18,029908,662 
Change+429— +429+178,330
Benita WarmboldFeb-16Mar 10, 20226,000 — 16,954 22,954 1,351,761 780,000 17313.0Yes
Mar 4, 20216,000 — 14,438 20,438 1,030,075 
Change— — +2,516+2,516+321,686
Xiaoping YangJan-22Mar 10, 2022300 2,400 2,700159,003780,000 201.5
No(7)
(1)This column includes all Common Shares directly or indirectly beneficially owned or over which control or direction is exercised by each director.
(2)For 2022, this value is calculated using $58.89 per share, being the weighted average closing price of the Common Shares on the TSX for the 90-day period ending March 10, 2022. For 2021, this value is calculated using $50.40 per share, being the weighted average closing price of the Common Shares on the TSX for the 90-day period ending March 4, 2021.
(3)Director share ownership requirements state that non-management directors are to hold Common Shares and/or share units equal to at least three times their total retainer, which includes both the cash and equity components of the retainer.
(4)Mr. Arnell is Chair of the Board and his share ownership requirement is $1,350,000 being three times his total retainer of $450,000.
(5)Mr. Cook is not standing for re-election at the Meeting.
(6)Mr. Floren is President & CEO and therefore does not receive any compensation as a director. See “Share Ownership Requirements” for information regarding Mr. Floren’s holdings and ownership requirements.
(7)Directors have five years from the date of their appointment to meet director share ownership requirements.
39


Ownership of Equity Holdings and Vested DSUs
The following table shows the number of Common Shares and vested DSUs and the accumulated value of such Common Shares and vested DSUs, held by each director as at March 10, 2022. The value of unvested share units is not included in this table.
DirectorDirector Since
Common Shares Held(1)
(#)
DSUs Held(2)
(#)
Total Common Shares and DSUs Held
(#)
Accumulated Value(3)
($)
Douglas ArnellOct-165,555 38,92044,475 2,766,345
James BertramOct-1820,525 19,132 39,657 2,466,665
Phillip Cook(4)
May-0630,000 — 30,000 1,866,000
Paul DobsonApr-195,912 — 5,912 367,726
John FlorenJan-13139,676 — 139,676 8,687,847
Maureen HoweJun-1824,350 6,750 31,100 1,934,420
Robert KostelnikSep-0827,000 — 27,000 1,679,400
Leslie O'DonoghueApr-2011,000 5,424 16,424 1,021,573
Kevin RodgersJul-196,000 8,969 14,969 931,072
Margaret WalkerApr-159,500 — 9,500 590,900
Benita WarmboldFeb-166,000 16,954 22,954 1,427,739
Xiaoping YangJan-22300 — 300 18,660

(1)This column includes all Common Shares directly or indirectly beneficially owned or over which control or direction is exercised by each director.
(2)DSUs vest immediately upon grant; however, they may not be redeemed by a director until retirement or upon death. Directors may elect to receive 100%, 50% or 0% of their annual cash retainer and other fees as DSUs. Directors may also elect to receive their share-based award in the form of DSUs. Additional DSUs are credited each quarter corresponding to dividends declared on Common Shares. See "Share-Based Awards - Deferred Share Unit Plan (Director DSUs)" for more information.
(3)For the purpose of this table, this value is calculated using $62.20 per share, being the closing price on the TSX on March 9, 2022, being the date before the date of this Information Circular.
(4)Mr. Cook is not standing for re-election at the Meeting.

40


LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,
2021 Compensation Highlights

We are pleased to share with you Methanex's approach to executive compensation.

Our executive compensation programs are designed to align executive pay with performance and the interests of shareholders, with more than 80% of the CEO's target compensation, and approximately 70% of the Named Executive Officers' target compensation at risk. The at risk portion of the CEO's target compensation is comprised of the short-term incentive plan, weighted at 20%, and the long-term incentive plan, weighted at 64%.

The short-term incentive plan is linked to annual modified return on capital employed ("Modified ROCE") – which measures the annual return from investing in large capital assets – based on an enduring performance standard set as a long-term return above our weighted average cost of capital ("WACC"). This ensures that the target payout for this portion of the CEO’s target compensation is achieved only when returns exceed the WACC. Over the past 10 years, our corporate performance for the short-term incentive plan has ranged from 0% to 200% of target with an average of 103% of target, demonstrating alignment with long-term financial returns during this period.

The long-term incentive plan consists of performance share units ("PSUs") and stock options/tandem share appreciation rights ("TSARs"), each weighted at 50%. PSUs are linked to two performance measures: a) three-year Modified ROCE based on an enduring performance standard set as a long-term return above our WACC but measured over three years rather than one as it is in the short-term incentive plan, which reinforces the alignment of target compensation with sustainable long-term shareholder value creation; and b) relative total shareholder return, where payouts vary based on how well Methanex has performed relative to the S&P Composite Chemicals 1500 Index. Stock options only provide value if we deliver absolute share price appreciation.

We believe that our approach of measuring corporate performance using this combination of Modified ROCE based on an enduring standard over multiple time periods, relative total shareholder return and absolute share price appreciation is aligned with our shareholders’ long-term performance expectations. This belief has been confirmed through the consistently high approval rating we have historically achieved on our advisory vote on executive compensation (our "say on pay" vote), which averaged 97% approval over the four years from 2016 to 2019. In 2020 and 2021, substantially all of our shareholders who voted were supportive of our say on pay vote, with 75% voting in favour. However, in 2020 and 2021, our largest shareholder, M&G Investment Management Limited (”M&G”) who had previously filed a Schedule 13(d), did not vote in favour of our say on pay vote due to a disagreement about the strategic direction of the Company. Following extensive discussions in 2021, we are very pleased that in October 2021, M&G declared their full support for our Board, our Company and our business strategy.

The alignment between pay and performance is regularly assessed and confirmed by independent compensation consultants and the Human Resources Committee regularly reviews our executive compensation programs, including the composition of a comparator group of companies, and considers the philosophy, design and pay outcomes relative to our performance, market practice and governance trends. As always, we evaluate executive compensation levels relative to a peer group of North American-based chemical and other capital-intensive, commodity-cyclical companies with global operations to ensure we remain competitive in order to attract and retain the critical talent required to run our business now and into the future. In addition, our Board engages annually with our shareholders to outline our pay for performance philosophy, address questions and solicit feedback about our executive compensation levels and design.

2021 Performance Highlights

In 2021, despite a challenging environment due to the ongoing COVID-19 pandemic, we saw a significant improvement in the methanol industry demand and supply fundamentals and methanol prices compared to 2020. A robust methanol price environment combined with our outstanding operational performance resulted in exceptional financial performance. Over the course of 2021, we maintained our disciplined approach to capital allocation in maintaining our business, pursuing value accretive growth opportunities and returning excess cash to shareholders. We are well-positioned to generate significant long-term value for shareholders.

Methanex’s Modified ROCE in 2021 – the measure of corporate performance for the short-term incentive plan – was 18%, which was above the target of 12%. As a result, the corporate performance factor for determining 70% of the short-term incentive award for 2021 was 200% versus a target of 100%. This result closely aligns with the Company's robust financial results in 2021.

41


Methanex's relative total shareholder return and three-year average Modified ROCE – the measures of corporate performance under the PSU plan that forms half of an executive's long-term incentive award – resulted in the 2021 vesting of 89% of the PSUs granted in 2019.

2021 CEO Compensation

In 2021, President & CEO John Floren's total compensation was $10.5 million, compared to $6.8 million in 2020. The increase in total compensation in 2021 compared to 2020 was attributable to the substantial improvement in the Company's operational and financial performance as there was no change to his target compensation from 2020. Total compensation includes base salary, the actual value of the short-term incentive award and the target value of the long-term incentive award. The actual value of the long-term award will ultimately reflect corporate performance over a multi-year time horizon.

• Base salary: Due to the economic environment in early 2021, Mr. Floren’s base salary did not increase in 2021.

• Short-term incentive award: In 2021, Mr. Floren's short-term incentive target was 125% of base salary and he was awarded a short-term incentive award of $3,249,000 at 200% of target, which primarily reflects the Company’s strong financial results in 2021 and his excellent individual performance. In accordance with Mr. Floren's request, the Board did not award him a short-term incentive payment in 2020, which would have been $965,000 at 60% of the target.

•     Long-term incentive award: Mr. Floren received a long-term incentive award with a target value of $5.4 million in 2021, made up of 50% PSUs and 50% TSARs. The target value of Mr. Floren’s long-term incentive award remained approximately the same in 2021 as in 2020.

Conclusion

The Human Resources Committee and the Board are confident that our executive compensation practices continue to demonstrate a strong link between pay and long-term shareholder value.


da_sig.jpg                            jb_sig.jpg                 
Douglas Arnell                              James Bertram
Chair of the Board                         Chair, Human Resources Committee




42


EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

All amounts in this section "Executive Compensation Discussion and Analysis" are in Canadian dollars except where otherwise noted.

Objectives and Design of the Executive Compensation Program
We are committed to operational excellence as part of our business strategy and this commitment extends to our search for, and retention of, executive talent. As such, the main objective of our executive compensation program is to attract, retain and engage high-quality, high-performing executives with relevant experience who have the ability to successfully execute our strategy and deliver long-term value to our shareholders.

To achieve this objective, our executive compensation program is based on the following principles:

Alignment with shareholder interests. Our performance-based incentive plans align the interests of executives with shareholders and the total compensation earned by the NEOs (as defined below), including the realized and unrealized value of previously granted long-term incentive awards, aligns with cumulative total shareholder return over time.
Pay-for-performance. We believe in pay-for-performance. Accordingly, approximately 80% of the President & CEO’s target compensation and 70% of other NEO's target compensation is at risk and linked to a combination of individual and corporate performance goals, share price performance, relative compounded total shareholder return and Modified ROCE.
Effective risk management. Compensation policies and practices are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation policies and practices encourage and reward prudent business judgment and appropriate risk-taking over the long-term to increase shareholder value.
Pay competitively. Our executive compensation program is designed to be competitive with the 50th percentile of a comparator group of North American-based chemical, mining and oil and gas companies with global operations in order to attract, retain and engage high-quality executive talent.

Executive compensation at the Company includes base salary, short-term incentives, long-term incentives and indirect compensation, including benefits, perquisites and pensions, as described in more detail in the table below.

ElementDescription
Base SalaryFixed compensation intended to compensate executives competitively for leadership, specific skills, knowledge and experience required to perfor