Policy On Third Party Information

As part of their duties, compensation committees are called upon to review compensation proposals for senior executives. Frequently, the materials presented to committee members contain relevant supporting information provided from third parties, including data analyses drawn from management information circulars or compensation surveys. In some cases, third parties provide such data and analyses subject to contractual arrangements regarding the confidentiality of the information and/or reports.

While each compensation committee will decide upon the information and materials to share with their advisor, Hugessen is only able to provide fully informed and unqualified advice when we are granted access to the same information and materials that our clients have and are relying upon to make compensation decisions. We therefore recommend to all our clients that they advise management and, in writing, any third party supplier, that any materials provided to the committee for its consideration, regardless of source (management or third parties retained by management) may, at the sole discretion of the committee, be subject to review by any advisor of the committee’s choosing, conditional only upon the committee’s advisor having entered into an appropriate nondisclosure agreement.

In this regard, Hugessen’s engagement letters with every client explicitly prohibits our communication of confidential third party information to any person other than in connection with the provision of our services to the client that provided the information.