Director Compensation

The following table summarizes the total compensation awarded to, earned by, or paid to each of the Company’s Directors during fiscal 2010, other than Messrs. Burman and Boyd whose compensation is included in the Summary Compensation Table.

In October 2008, Towers Watson, our advisors, undertook a review of the pay practices of US companies in relation to independent directors and chairmen with a comparison against the pay practices followed by the Company previously. As a result of that review, the Chairman of the Board receives an annual fee of $350,000, having been frozen at the same fee level as that for the previous year, but is now denominated in US dollars. This total is split so that $250,000 per annum is paid in cash quarterly, at the prevailing exchange rate, and $100,000 is paid in restricted shares to be delivered annually and based upon the closing share price on the day of the annual general meeting. In addition, a $250,000 minimum share ownership requirement, to be achieved within five years, is required. However once achieved, the requirement is considered to have been met notwithstanding any subsequent change in share price.

Also based on the review by Towers Watson the annual basic fees for independent Directors were increased to $180,000 in October 2008. However the total is split so that $90,000 per annum is paid in cash quarterly in arrears (at the prevailing exchange rate where appropriate) and $90,000 is paid in restricted shares to be delivered annually and based upon the closing share price on the day of the annual general meeting. No Committee meeting fees are payable, but additional annual amounts are paid to the chairmen of each of the Committees in the sums of $20,000 per annum for the Audit and Compensation Committees and $15,000 for the Nomination and Corporate Governance Committee. In addition, a $150,000 minimum share ownership requirement, to be achieved within five years, is also required of all independent Directors. However once achieved, the requirement is considered to have been met notwithstanding any subsequent change in share price.

The Company has entered into indemnification agreements with each of the Directors (and some of the executive officers) of the Company, agreeing to indemnify such persons against expenses, judgments, fines and amounts paid in settlement of, or incurred in connection with, any threatened, pending or completed action, suit or proceeding in which the Director was or is, or is threatened to be made, a party by reason of his or her service as a Director, Officer, employee or agent of the Company, provided that the Director acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Company and, with respect to any criminal action or proceeding, provided he or she had reasonable cause to believe such actions were lawful. Each indemnification agreement also provides for the advance of expenses incurred by the Director in defending any proceeding. The Company expects to enter into similar agreements with new Directors elected in the future.