Directors' Compensation

The following table summarizes the total compensation awarded to, earned by, or paid to each of the Company’s Directors during Fiscal 2011, other than Messrs. Burman, Boyd and Barnes whose compensation is included in the Summary Compensation Table.

The Company has a share ownership policy applicable to Directors to better align management’s interests with those of Shareholders over the long-term.

The Chairman is expected to build a holding of Common Shares with a minimum value of $250,000, to be achieved within five years of selection as Chairman, and independent Directors are expected to achieve a minimum share ownership of $150,000 within five years of election to the Board of Directors. The Chief Executive Officer, who is also a Director, is expected to build a holding of Common Shares with a minimum value of five times his base salary within five years of his selection as Chief Executive Officer. Once these share ownership holdings are achieved at any given share price, the requirement is considered to have been met notwithstanding any subsequent change in share price. The minimum holding is to be maintained while he or she is a Director of the Company (or with respect to the Chief Executive Officer, so long as he holds such office).

In October 2008, PayGovernance (then 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. 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.

Also based on the review by PayGovernance (then 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.

A further review was undertaken by PayGovernance in March 2011 but no changes to the structure or level of fees paid to the independent directors or chairman were made.

The Company has entered into indemnification agreements with the independent 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.