As required by Section 303A.11 of the New York Stock Exchange’s Listed Company Manual, there is set forth below a summary of the significant ways in which Intertape Polymer Group Inc.’s corporate governance practices differ from those required to be followed by U.S. domestic companies under the New York Stock Exchange listing standards.
As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange (“TSX”), Intertape Polymer Group Inc. has in place a system of corporate governance practices which it sets forth annually in its Management’s Proxy Circular as required by Canadian National Instrument 58-101-Disclosure of Corporate Governance Practices.
The following is a summary of the significant ways in which Intertape Polymer Group Inc.’s corporate governance practices differ from those required to be followed by U.S. domestic corporations under the New York Stock Exchange Corporate Governance Standards (“NYSE Standards”).
- Section 303A.04 of the NYSE Standards requires that listed companies have a nominating/corporate governance committee composed entirely of independent directors. All of the directors of Intertape Polymer Group Inc. sit on its nominating and corporate governance committee. Mr. Yull is a member of management and Mr. Richards is a senior partner of the law firm of Stikeman Elliott LLP, which provides legal services to Intertape, and thus each is deemed not to be independent under the NYSE Standards.
- Section 303A.05 of the NYSE Standards requires that the compensation committee of companies be composed entirely of independent directors. Mr. Richards, one member of Intertape Polymer Group Inc.’s compensation committee, is considered not to be independent given that the law firm of Stikeman Elliott LLP, of which Mr. Richards is a senior partner, provides legal services to Intertape on a regular basis. Intertape believes, however, that its relationship with the law firm does not inhibit Mr. Richards’ ability to act impartially or his ability to act independently of the views of management.
- Section 303A.08 of the NYSE Standards requires shareholder approval of all equity compensation plans and material revisions to such plans. The definition of “equity compensation plans” covers plans that provide for the delivery of newly issued securities, as well as plans which rely on securities acquired on the market by the issuing company for the purpose of distribution to employees and directors. The TSX rules provide that only the creation of, or material amendments to, equity compensation plans which provide for new issuance of securities are subject to prior TSX approval, and require these to be submitted to shareholders in certain circumstances only. Those circumstances include the creation of share purchase plans or stock option plans or an increase in the number of shares available under such plans, where the majority of available shares may be issued to insiders, or material amendments to the terms of such plans that are beneficial to plan participants.
ORLDOCS 10246186 3