Notice of 2021 Annual General Meeting of Shareholders of Cascades Inc.
and Management Proxy Circular
Our Annual General Meeting of Shareholders will be held at 2:00 p.m. local time, on Thursday, May 6, 2021. This year, as a precautionary measure to proactively address the public health impact of coronavirus disease (COVID-19), to mitigate health and safety risks to our shareholders, employees and other stakeholders, and to abide by the Government of Québec’s directive that all indoor public events be avoided until further notice, we will hold our annual meeting in a virtual-only format, which will be conducted via live audio webcast. As a shareholder of Cascades Inc., you will have an equal opportunity to participate in the annual meeting online, regardless of your geographic location. You will have the opportunity to ask questions and vote on a number of important topics. Your vote is important. This document sets forth who is entitled to vote, the matters upon which you will be asked to vote and how to exercise your shareholder voting rights. Please read it carefully. The page numbers referenced in the Circular refer to the print copy. 2 Cascades Management Proxy Circular To the shareholders of Cascades Inc. The specific details of the foregoing matters to be put before the Meeting are set forth in the in forth set are Meeting before the put be mattersforegoing to the of details specific The 7 Meeting oftheShareholders Notice ofAnnualGeneral 1 3 4
2 6 Shareholders may register and log into the live audio webcast platform from 1:00 p.m. We would 5 appreciate your early registration theMeetingmay sothat startpromptly at2:00 p.m. Computersharetoformproxyenclosed the requestedcomplete,deliverto are and date,sign accompanying Management Proxy Circular. Shareholders who are unable to attendthe Meeting at online webcast audio live via held be will “Cascades”) or “Corporation” (the Inc. Cascades of Investor Services Inc., no later than Tuesday, May 4, 2021 at 5:00 p.m., local time, in the envelope Notice is hereby given that the Annual General Meeting of the Shareholders (the “Meeting”) “Meeting”) (the Shareholders the of Meeting General Annual the that givenhereby is Notice local time, for thefollowing purposes: By Orderthe Board, of Kingsey Falls, Québec, March 15,2021. Robert F. Hall provided for thatpurpose. CHIEF OFSTRATEGY, LEGAL AFFAIRS ANDCORPORATE SECRETARY of Cascades Inc.
https://web.lumiagm.com/410977771 onThursday, May 6,2021commencing at2:00p.m., To appoint the Independent Auditor of the Corporation for the ensuing year and year ensuing the for Corporation the of AuditorIndependent the Toappoint To transact such other business as may properly be brought before the Meeting or Meeting the before brought be properly may as business other such Totransact Toconsider shareholderthe proposal A-1 forthset toA Schedule in Managementthe To electtheDirectors Corporation ofthe for theensuing year; To receive the consolidated financial statements of the Corporation for the fiscal year To consider and, if deemed advisable, to pass a special resolution (the “Special (the resolution special a pass to advisable, deemed if and, Toconsider To consider and, deemed if advisable, approve, advisory resolution an a on basis, any adjournment thereof. accepting theCorporation’s approach to executive compensation; authorize theBoardDirectors of to fixtheir remuneration; ended December 31, 2020,and theIndependent Auditor’s report thereon; Proxy Circular; and Resolution”) for the purpose of amending the articles of the Corporation, all as all Corporation, the of articles the amending of purpose the for Resolution”) more particularly described in the accompanying Management Proxy Circular of the of Circularaccompanying ProxyManagement the in described particularly more Corporation; 3.2
1.7 1.6 1.5 1.4 1.3 1.2 3.1 ofExecutiveStatement Compensation Section 3 2.2 2.1 Business oftheMeeting Section 2 1.1 Voting Information Section 1 Table ofcontents 3.4 2.5 2.4
3.7 3.3 3.6 3.5 2.6 2.3
3.1.4 3.1.3 Benchmarking Practices 3.1.2 Compensation ofNamed Executive Officers 3.1.1 Compensation and HumanResources Committee Compensation 2.2.6 2.2.5 Board Interlocks Disclosure2.2.4 Additional Relatingto Directors 2.2.3 Shareholders Engagement Policy 2.2.2 Majority Voting Policy 2.2.1 Board Nominees Attending and Voting attheMeeting Non-registered Holders Voting Shares and Principal Holders Record Date for Notice ofMeeting Exercise ofDiscretion by Proxies Appointment and Revocation ofProxies Financial Statements Solicitation ofProxies 3.3.3 Amendments to theCorporation’s Articles Advisory Vote onExecutive Compensation 3.3.2 Performance Graph Termination and ChangeofControl Benefits Retirement Plans Share Purchase Plan 3.3.1 Incentive Plan Awards 3.2.1 Executive Compensation Summary Shareholder Proposals of Incorporation Election 2.3.3 2.3.2 Independent Auditor Fees 2.3.1 Auditors’ Independence Appointment ofIndependent Auditor Compensation Components Share-Based Awards Outstanding Option-BasedAwards and Summary ofexecutive Compensation Table or Earned DuringtheYear Incentive PlanAwards -Value Vested Equity Compensation Plans Securities Authorized for Issuance Under of Auditand Non-Audit Services Policies and Procedures for theEngagement Directors Attendance Record to Board and CommitteeMeetings of Directors Discussionand Analysis
16 26 25 25 25 25 24 24 23 23 27 16 16 14 14 14 14 18 18 15 15 15 12 12 12 13 13 17 7 4 6 4 4 5 5 5 5 7 7 7 4.1 Other Information Section 4 Virtual Meeting Guide Schedule K the Articles ofIncorporation Special Resolution Relating to Schedule J of Incorporation Amendments to theArticles Schedule I Mandate oftheLeadDirector Schedule H of theBoard ofDirectors of theChairsCommittees Description oftheResponsibilities Schedule G Mandate oftheChiefExecutive Officer Schedule F of theBoard ofDirectors Mandate oftheExecutive Chair Schedule E Charter oftheBoard ofDirectors Schedule D and FinanceCommittee Charter oftheAudit Schedule C Governance Practices ofCorporateStatement Schedule B Shareholder Proposals Schedule A
3.8 4.8 4.7 4.6 4.5 4.4 4.3 4.2
3.8.6 Director Approval InformationAdditional Shareholder Proposals Other Business Information onthe Auditand Finance Committee Corporate Governance Indebtness ofDirectors and Executive Officers Transactions Interest ofInsiders and OtherPersons inMaterial 3.8.5 3.8.4 Summary Compensation Table 3.8.3 Deferred Share UnitPlan 3.8.2 Guideline onShare Ownership for Directors 3.8.1 Retainer Compensation of Directors or Earned duringtheYear Incentive PlanAwards -Value Vested Share-Based Awards Incentive PlanAwards -Outstanding
56 54 48 45 39 35 53 52 55 32 57 51 29 30 30 28 28 34 34 34 34 32 32 32 33 27 27 3 Cascades Management Proxy Circular 4 Cascades Management Proxy Circular 1.2 1.1 adjournment thereof, orinany othermanner permitted by law. or any adjournment thereof at which the proxy is to be used or with the Chairman of the Meeting on the day of the Meeting or any 8th Floor, Toronto (Ontario) M5J 2Y1 not later than 5:00 p.m., local time, on the last business day preceding the day of the Meeting University Avenue, 100 at Inc., Services Investor Computershare with deposited be should instrument thereof. Such attorney or officer authorized duly a by corporation, a is shareholder the or, if writing in authorized attorney her or his by or shareholder the • • not receiving a 4 character control number that is required to vote at the Meeting and only being able to attend as a guest. have submitted your proxy of form or instruction voting form. register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed their shares Shareholders who wish to appoint a third party proxyholder to attend and participate at the Meeting as their proxyholder and vote to appointthemselves asproxyholder to attend, participate or vote attheMeeting. nominees identifiedin the formof proxyor votinginstruction formas proxyholder,including non-registered shareholderswho wish “ (a person a appoint to wish who shareholders to applies following The the day ofthe Meetingorany adjournment thereof atwhich theproxy isto beused. of the Corporation another appropriate proxy form and, ineithercase, deliver thecompleted form ofproxy to thetransfer agent and registrar by insertingthename ofhisorherchosen representative intheblankspace provided intheproxy form orby completing appoint another person (who need not beashareholder of the Corporation) to represent himor her atthe Meeting either Corporation. the of Officers and Directorsare form proxy enclosed the in named persons The enable your vote to berecorded. 5:00 p.m., local time, Investor Services Inc., in the envelope provided. Your proxy must be delivered to Computershare Investor Services Inc., no later than If you cannot attendthe Meeting, completeand returnthe enclosed formof proxy tothe transfer agent and registrar,Computershare be principally by mailand thecost of solicitation willbeborne by theCorporation. will solicitation The Corporation. the managementof the Directorsand of Board the solicitedbyare formenclosed the in Proxies herein isgiven asofMarch 15,2021. the foregoing Notice ofsaidMeeting(the“Notice ofMeeting”). Except asotherwiseindicated, theinformation contained Corporation orany adjournment thereof (the“Meeting”)to beheldatthetime and place and for thepurposes setforth in of Cascades Inc. (the“Corporation” or“Cascades”), to beusedattheAnnualGeneral MeetingofShareholders ofthe This Management Proxy Circular (the“Circular”) issent inconnection withthesolicitation ofproxies by themanagement Voting Information Section 1 A shareholder who has given a proxy may revoke it at any time prior to its use, by means of an instrument in writing executedby writing in instrument an of means by use, its to prior time any at revokeit mayproxy a given has who shareholder A Step 1:Submityour form ofproxy orvoting instructionformTo: thirda appoint party proxyholder, person’sthat insert name control number, proxyholders willnot beableto vote Meetingbutwillbeableto atthe participate asaguest. contact information so that Computershare may provide the proxyholder with a 4 character control number via email. Without a Cascades by no later than 5:00 p.m. (Eastern Daylight Time) on May 4, 2021 and provide Computershare with the required proxyholder step to becompleted once you have submitted your form ofproxyor voting instruction form. such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional in the blank space provided in the form of proxy or voting instruction form (if permitted)and followthe instructions for submitting Step 2:Register your proxyholder: To register a third party proxyholder, shareholders must visit Appointment and Revocation of Proxies Solicitation of Proxies MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder , Computershare Investor Services Inc., no later than 5:00 p.m., local time, on the second business day preceding on thesecond business day preceding thedate oftheMeeting,orany adjournment thereof, asthiswill Failure to register theproxyholder willresult intheproxyholder ”) other than the management the than third other party proxyholder ”) A shareholder hastherightto http://www.computershare.com/ you AFTER you AND
1.5 1.4 1.3 1.6 2 “Meeting Materials”) to theclearing agencies and Intermediaries for onward distribution to Non-Registered Holders. of Meeting, this Circular, the form of proxy, the Financial Statements including management’s discussion and analysis (collectively, the Issuer (“National Instrument 54-101”) of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting 1 Shares oftheCorporation beneficially owned by aNon-Registered Holderare registered either: However,Common Meeting. cases, manythe in at upon actedrecognized and be can Shares Common of holdersregistered the as Non-Registered Holders should note that only proxies deposited by shareholders whose names appear on the records of the Corporation in their own name (the “Non-Registered Holders”, those who hold their Common Shares in their own name being “Registered Holders”). The information set forth in this section is of importance to the shareholders who do not hold their Common Shares of the Corporation (1) following person: indirectly,voting carryingsecurities more votingthe of 10% than attached rights all to the with securities, voting exception the of or directly beneficially owned, Corporation, the of Officers Directorsand the of knowledge the to person, no 2021, 15, March On proxy, attheMeeting,they shallvote asone ontheshares jointlyheldby them. (the “Common Shares”) were issued and outstanding. If two or more persons holding shares jointly are present or represented by 2021,15, March at 102,281,072commonAs authorized shares.Corporationof unlimitedis The commonnumber sharesan to issue pertaining to theMeeting. transferor shall be entitled to vote his shares at the Meeting. Each Common Share is entitled to one the votenot transfereeand the case with which respect in Meeting, to the votethe toat right matters the shareholdershaving of list the in included be name his that Meeting, the before days (10) ten than later no demands and shares the owns he that establishes otherwise certificates or shareendorsed properly produces shares those transfereeof the and Date Record the after shares his of any of ownership the transferredhas thereof,adjournmentanyshareholder except at a or if Meeting the votetoat right havethe 2021,shall 15, March on business of close shareholdersthe registeredof at list the in included are who Corporation the of Shares Common of Holders entitled to receive theNotice ofMeeting. The Board of Directors has fixedMarch 15, 2021as the recorddate (the“Record Date”) forthe purposeof determining shareholders expected to come before theMeeting. matter other or amendment,variation such no knowsof Corporation Circular,the the of Managementof date the of As thereof). to mattersidentified in theNotice of Meeting andto other matters which may properly come beforethe Meeting (or any adjournment The enclosed form of proxy confers discretionary authority on the persons named therein with respect to amendments or variations regarding theamendments to theArticlesofIncorporation. proposal A-1 found inScheduleAoftheCircular and INFAVOUR oftheSpecial Resolution found inScheduleJoftheCircular Corporation’s approach to executive compensation asdescribedonpage15oftheCircular, AGAINST theshareholder Auditor, allasmore particularlydescribedonpage14oftheCircular, INFAVOUR oftheadvisory resolution accepting the Independent Auditor, inaccordance withtheterms and conditions setoutunder theheading Appointment ofIndependent PricewaterhouseCoopers of LLP, as accountants, firm professional chartered the of Partnership of appointment the of FAVOURCircular,IN the of 7 page Directorson of Election heading the under herein appear names whose nominees (12) proxy. in accordance with the direction of the shareholder appointing them or, in the absence of such direction, as indicated in the form of The persons named in the enclosed form of proxy will vote or withhold from voting the shares in respect of which they are appointed Common Shares SECURITY CLASS
is aparticipant. in the name of a clearing agency (such as The Canadian Depository for Securities Limited, or “CDS”), of which the Intermediary RESPs RRIFs, RRSPs, and similarplans;or such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Common Shares, Held personally or through a wholly owned holding company. holding owned wholly a through or personally Held
Intheabsence ofsuchdirection, saidvoting rightswillbeexercised INFAVOUR oftheelectioneach ofthetwelve Non-registered Holders Non-registered Voting Shares and Principal Holders Record Date for Notice of Meeting Exercise of Discretion by Proxies NAME OFBENEFICIAL OWNER Laurent Lemaire (1) NUMBER OFCOMMONSHARES AND NATURE OFOWNERSHIP 12,457,942 PERCENTAGE OF CLASS 12.2% 5 Cascades Management Proxy Circular 6 Cascades Management Proxy Circular 1.7 2 at theMeetingand onlybeingableto attend asaguest register theproxyholder willresult intheproxyholder not receiving a4character control numberthatisrequired to vote information, including alistofthe compatible web browsers. additional for Guide Meeting Virtual – K relatedprocedure.Schedule completethe See and online Meeting the into check to time when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample If you attendthe Meeting online, it is important that youare connected tothe internet at all times during the Meeting in order to vote e-mail after the proxy voting deadline has passed and the proxy holder has been duly appointed and registered as described above. Non-Registered Holders: Computershare Investor Services Inc. will provide the proxy holder with a 4 character control number by control number. your is received you notification email the in or proxy of form the on located number control 15-digit RegisteredThe Holders: • • To participate to theMeeting,follow thefollowing steps: Voting willbeconducted by virtual ballot. guests, butguestswillnot beableto vote attheMeeting. as Meeting the attend to able be will holders proxy as themselvesappointed duly not have who HoldersNon-Registered herein. ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out Meeting, the attend to able be will holders proxy appointed duly and Registered Holders person. in Meeting the attend to able be The Corporation is holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not and ensure thatinstructionsrespecting thevoting oftheirCommon Shares are communicated to theappropriate person. In eithercase, Non-Registered Holders shouldcarefully follow theinstructionsoftheirIntermediaries and theirservice companies register that proxyholder online, as described in the section titled AND form the on directions corresponding the followform, instruction voting a of case the or,provided,in space blank the in name Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other person’s) attend and vote at the Meeting (or have another person attend and vote on behalf of the Non-RegisteredHolder), the Non-Registered Common Shares they beneficially own.Should a Non-Registered Holder who receiveseither a proxyor the a of votingvotinginstruction the formwish direct to to HoldersNon-Registered permit to is procedures these of purpose broker’sThe the clients. for Shares Common voting from prohibited are nominees and agents their and brokers instructions, specific Holder.WithoutNon-Registered Common Shares held by brokers or their agents or nominees can be voted for or against resolutions only upon the instructions of the the voting instruction form must be returned to Broadridge well in advanceMeeting, the of the at Meeting directlyin orderShares toCommon vote tohave form the instruction Common voting Shares that voted.use cannot Broadridge from form instruction voting a instructions respecting the voting of Common Shares to be represented at a shareholders’ meeting. A Non-Registeredappropriate provides Holder and receivingreceived instructions all of results the tabulates then Broadridge Internet). by or telephoneby form instruction voting the of completionallows also form Broadridge (the Broadridge to form instruction voting such return to Holders Non-Registered such asks and Holders Non-Registered the to form instruction voting a mails typically Broadridge (“Broadridge”). Inc. Solution, Financial Broadridge to clients from instructions obtaining for responsibility delegate nowbrokers of majority The 1 Holders. Generally, Non-Registered Holders whohave not waived therightto receive theMeetingMaterials willeither: receivetoVery right them.Non-RegisteredtoMaterialsforwardtocompanies servicethe Meeting use often,the Intermediarieswill Intermediariesare required to forward MaterialsMeeting the to Non-Registered Holders Non-Registereda unless waivedhas Holder proxyholder is an additional step to be completed and then complete theonline form. “Guest” Password(caseclick sensitive)(seebelow)and“cascades2021 ” OR number control yourenter then and “Login” Click Log in online at accordance withthedirections onthevoting instructionform. in Holder Non-Registered the by signed and completed be must which form, instruction voting a giventypically, be more Services Inc., asdescribedabove; who wishes to submit a proxy should otherwise properly complete the form Holder of Non-Registeredproxy the and case,deposit this it with Holder.In ComputershareNon-Registered the Investorby signed be not need proxy of form This uncompleted. otherwise is which but Holder Non-Registered the by owned beneficially Shares Common of number the to as completed is which signature) stamped facsimile, a by (typically Intermediary the by signed been already has which proxy a given be Attending and Voting at the Meeting https://web.lumiagm.com/410977771 AFTER . We recommend that you log in at least one hour before the Meeting starts; you have submitted your form of proxy or voting instruction form. . APPOINTMENT ANDREVOCATION OFPROXIES . Registering your Failure to
2.2 2.1 The Circular contains information relating to the receipt of Cascades’ consolidated financial statements, the election This year, as a precautionary measure to proactively address the public health impact of coronavirus disease (COVID- 19),to mitigatesafetyand health toshareholders, risks our employees stakeholders,tobyother andand abide the Business oftheMeeting other candidates. discretion their at voteto right the reserveproxy of form enclosed the in proxies as named persons the Meeting, anyproposedthe of nominees tounable be will Director.a as act becomessuch If casethe for any reason whatsoever toprior the are to bevoted otherwiseorare not to bevoted inrespect oftheelectionDirectors . Management does not anticipate that of each ofthenominees proposed by management, unlesstheshareholder granting thisproxy hasindicated thattheshares The persons named asproxies intheenclosed form ofproxy intend to vote theshares represented by such proxy INFAVOUR Directors oftheCorporation. as individually nominee each proxy, for may vote of shareholders form attached the in indicated As nominees. respective the by if applicable. The information related to the number of shares beneficially owned or over which they exercise control was provided at-risk holdings as at December 31, 2020 as well as the percentage of votes voted in favour of their election at last year’s Meeting, of value their and holdings nominee’ssecurity currenteach is biographies respective their in disclosed Also Corporation. the of Board the of committees the membership and on companies public other Directors of committees of Boardsand on sits nominee by each of them or over which they exercise control, their independence status, the number of deferred share units they hold, if the Corporation indirectlybeneficially the or directly of owned Shares Common of number Corporation,the the Directorof a became set out their name, age and place of residence, their principal occupation, their main areas of expertise, the year in which they first followingcharts the Corporation, Directors the as of bymanagementproposedelection for nominees twelve (12) the of eachFor meeting ofshareholders oruntiltheirsuccessors are elected orappointed.. Directors at last year’s Annual General as Meeting byelected a weremajority of the nominees votes. the If elected, nomineesof will hold office until All the next annual Meeting. the at elected be toDirectors of number the as (12) twelve established has Board service. The years of his of result a as term maximum the attained has he yearas this Board the fromretire Mr. will Garneau Louis paragraph 10inScheduleBto theCircular. StatementrenewalCorporateGovernanceBoardthe of of Practicesin under mechanisms other and limits Directortermheading the under described is policy This process. planning succession thorough a in engage to it enable to order in Directorsfor age mandatoryretirementthe on policy a adopted also Circular.has the Boardto The B CorporateGovernance Schedule Practicesin Corporation’sprocesstonominatethe The StatementDirectorsthe of of in Nomination heading the underDirectors described is SEDAR atwww.sedar.com orontheCorporation’s website atwww.cascades.com. Auditor thereon are included in the Corporation’s 2020 Annual Report. The 2020 Annual Report, in English or French, is available on The audited consolidated financial statements for the year ended December 31, 2020 (Fiscal 2020) and report of the Independent Section 2 2.2.1 BOARD NOMINEES to their fix remuneration, approval the advisory an of resolution acceptto Corporation’s the approach to executive Schedule Ato theCircular. Government ofQuébec’s directive that all indoor public events be avoided until further notice, we will hold our annual shareholder proposals submitted by MÉDAC ( compensation, theapproval oftheSpecial Resolutionamending theCorporation’s articlesofincorporation and the opportunity to participate intheannualmeeting online, regardless ofgeographic location. of Directors, the appointment of the Independent Auditor including authorizing the Board of Directors (the “Board”) meeting inavirtual-onlyformat, whichwillbeconducted vialive audiowebcast. Shareholders willhave anequal
Financial Election of Statements Directors Mouvement d’éducation et de défense des actionnaires des défense de et d’éducation Mouvement ) describedin IN FAVOUR of 7 Cascades Management Proxy Circular 8 Cascades Management Proxy Circular INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS (QUÉBEC) CANADA 2,000 SHARES DECEMBER 31, 2020 125,287 SHARES DECEMBER 31, 2020 5,259,236 SHARES DECEMBER 31, 2020 AGE 60 AGE 58 AGE 73 SUTTON (QUÉBEC) CANADASUTTON OTTERBURN PARKOTTERBURN DIRECTOR SINCE1999 NON-INDEPENDENT DIRECTOR SINCE1967 NON-INDEPENDENT KINGSEY FALLS (QUÉBEC) CANADA DIRECTOR SINCE2012 INDEPENDENT
(3) (7) (2)
(1)
31,182 DSU DSU DSU 65,043 38,682 s s s (4) (4) (4) (Québec). Ms. Lemaire sits on the Board of Board the (Québec).on sits Lemaire Ms. Alain Lemaire 1995 and 1998, and thereafter, the position of Vice-President with Norampac Inc., from 1998 to 2003. She 1998 1998 to 2004. A former student of the Élise Pelletier Sylvie Lemaire the Corporation from 1993 to 2001. She is Chair of the Health and Safety, Environment and Sustainable Safety,and Environmentand Health the of Chair is She 2001. to 1993 from Corporation the 2020 ANNUAL MEETINGVOTES INFAVOUR: 92.83% 2020 ANNUAL MEETINGVOTES INFAVOUR: 99.53% 2020 ANNUAL MEETINGVOTES INFAVOUR: 85.99% She holdsthedegree Relationsfrom ofBachelorinIndustrial the One of the founders of Cascades, Mr. Lemaire is Executive Chair of the Board of the Corporation. He held the gas. Sheholdsthedegree inIndustrial Engineeringof Bachelor from completed the governance program offered by the an Honoraryan Doctorate LawCivil in from Bishop’s University Lennoxvillein (Québec) and 2013, in of the Corporation from 1992 to 2004 and was President and Chief Executive Officer of Norampac Inc., from governance of companies from the from companies governanceof of Canadaandwas named a Nominating Committee. Since June of 2014, Ms. Lemaire is a certified Director of Companies having successfully Health and Safety, Environment and Sustainable Development Committeeand of the Corporate Governance and general and development and research production, held has She companies. of director a is Lemaire Ms. manufacturer of absorbent products, where she held the position of President until 2007. She is a member of the managementwasShe positions. co-owner Inc.,Dismed distributorFemproof productsmedicalanda of Inc., a Honorary Doctorate in Business Administration from the Development Committee and a member of the Human Resources Committee. She holds a Certificate in a Certificate holds She Committee. Resources Human the of member a and DevelopmentCommittee Retired since 2003, Ms. Pelletier accumulated over 20 years of experience within the Corporation, having Honoris Causa d’Université Causa Honoris has extensive knowledge of the pulp and paper sector and was a member of the Board of Directors of Directors of Board the of member a was and sector paper and pulp the of extensiveknowledge has between period the during Corporation the of Resources Vice-President,Human of position the held position of President and Chief Executive Officerfrom 2004 toMay 2013.He was Executive Vice-President SOCIAL RESPONSIBILITY, ENVIRONMENT ANDSUSTAINABLE DEVELOPMENT |HUMANRESOURCES ANDCOMPENSATION SALES ANDMARKETING|INNOVATION ANDTECHNOLOGIES COMMITTEE(S): N.A. COMMITTEE(S): COMMITTEE(S): HUMAN RESOURCES ANDCOMPENSATION |GOVERNANCE MAIN AREAS OFEXPERTISE:MANUFACTURING INDUSTRIES |SOCIAL RESPONSIBILITY, ENVIRONMENT ANDSUSTAINABLE DEVELOPMENT | MAIN AREAS OFEXPERTISE MAIN AREAS OFEXPERTISE:EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE OFFICERORSENIOROFFICER)|MANUFACTURING INDUSTRIES | PRINCIPAL OCCUPATION: EXECUTIVE CHAIROFTHE BOARD PRINCIPAL OCCUPATION: DIRECTOR OFCOMPANIES PRINCIPAL OCCUPATION: DIRECTOR OFCOMPANIES HEALTH ANDSAFETY, ENVIRONMENT ANDSUSTAINABLE DEVELOPMENT (CHAIR) HEALTH ANDSAFETY, ENVIRONMENT ANDSUSTAINABLE DEVELOPMENT (MEMBER) CORPORATE GOVERNANCE ANDNOMINATING (MEMBER) HUMAN RESOURCES (MEMBER) 2,000 SHARES DECEMBER 31, 209 125,287 SHARES DECEMBER 31, 2019 5,225,969 SHARES DECEMBER 31, 2019 : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE |MANUFACTURING OFFICERORSENIOROFFICER) INDUSTRIES |
from Chevalier de l’Ordre national du Québec du national l’Ordre de Chevalier Université Collège des administrateurs de sociétés, Université sociétés, de administrateurs des Collège Institut des pâtes et papiers de Trois-Rivières de papiers et pâtes des Institut DSU 27,797 DSU DSU 26,173 60,870 Harnois s s s
Laval Collège des administrateurs de sociétés de administrateurs des Collège
(Québec) in 2017. Mr. Lemaire is an Officer of the Order the of Officer (Québec)2017.an Mr.in is Lemaire Énergies Université de Sherbrooke de Université , wholesaler of petroleum , wholesaler products andpropane 4,173 3,385 TOTAL NET CHANGE (#) TOTAL NET CHANGE (#) 45,776 TOTAL NET CHANGE (#) Polytechnique Université de Montréal Montréal de Université in2015.
Montréal (Québec). He received (Québec), he holds an DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 2,769,302 482,798 DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 77,084,707 of of (Québec).
Laval Université (Québec). (Québec). Doctorat Doctorat
Laval
(5) (5) (5)
INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS 9,000 SHARES DECEMBER 31, 2020 221,079 SHARES DECEMBER 31, 2020 4,000 SHARES DECEMBER 31, 2020 AGE 61 AGE 64 AGE 59 LONGUEUIL (QUÉBEC) CANADA MONTRÉAL (QUÉBEC) CANADA DIRECTOR SINCE2014 NON-INDEPENDENT KINGSEY FALLS (QUÉBEC) CANADA DIRECTOR SINCE2016 DIRECTOR SINCE2013 INDEPENDENT INDEPENDENT
(1) (1)
28,084 DSU 121,840 DSU 39,683 DSU s s s (4) (4) (4) - Tour CIBC Charles Bruneau Charles CIBC Tour - A senior-level executive with experience in financial management, strategic consulting as well as corporate as well as consulting strategic management, financial in experience executivewith senior-level A financing, turnaround and governance, Michelle Cormier has in-depth knowledge of financial and public markets 2011, he was appointed Chief Operating Officer of the Corporation. He joined the Board of Directors of Cascades Michelle Cormier, CPA, CA Mario Plourde the Governance Committee and also sits on the Board of Directors of the Directors of of Board the on sits also Governance and the Committee the Audit and Finance Committee of the Corporation. Ms. Vachon is chair of the Board of Directors of Hardware Sylvie Vachon federal agency from 2009 until her retirement in 2020. From 1997 to 2009, she was Vice-President, Administration 2020 ANNUAL MEETINGVOTES INFAVOUR: 99.53% 2020 ANNUAL MEETINGVOTES INFAVOUR: 94.85% 2020 ANNUAL MEETINGVOTES INFAVOUR: 96.80% in Business Administration, inFinance majoring from the in Administration, inHumanResources majoring Management from the in order to promote theircommitment towards environmental protection and theimplementation ofsustainable in Canada and the United States. She is Lead Director, a member of the Corporate Governance and Nominating Chief Operating Officer of Cascades’ Specialty Products Group. He was named President of this Group in 2000. In Operating Partner for Wynnchurch Capital (Canada) Ltd since 2014. Previously, she was CFO at TNG Capital Inc. Committeeand Chair of the Audit and Finance Committee of theCorporation. Ms.Cormier has been acting asan Charles-Bruneau on November 6, 2014. Mr. Plourde sits on the Board of Directors of Transcontinental Inc., where he is Chair of Chair is he Transcontinentalwhere Inc.,of Directors of Board the on sits Mr.Plourde 2014. 6, November on Vice-Presidentand as such positions management severalsenior held has and 1985 since Corporation the of development. In 2020, Ms. Vachon was awarded the Donna LetterioLeadership Award bythe International Freight and Human Resources for the federal agency. She is Chair of the Human Resources Committeeand a member of and not-for- profit organizations. She currently sits on the Boards of Uni-Select Inc. and Champion Iron Ore Ltd. and CFO at a major North American forest products company. She also worked at Alcan Aluminium Limited and Mr. Plourde is President and Chief Executive Officerof the Corporation sinceMay 2013.He has beenin the employ Forwarders Association and the autonomous (MPA), an Authority Port Montreal The of Officer Executive Chief and PresidentVachonwas Ms. Ernst Ernst & Young. Ms. Cormier is a Certified Director of companies with significantboard experience in public,private Richelieu Ltd Richelieu chairs also and BoardDirectorsthe of the of member ofthe SOCIAL RESPONSIBILITY, ENVIRONMENT SUSTAINABLE AND DEVELOPMENT |MERGERS, ACQUISITIONS ANDFINANCINGS COMMITTEE(S): COMMITTEE(S): COMMITTEE(S): N.A. BOARD EXPERIENCE|ACCOUNTING, FINANCEANDRISK MANAGEMENT RESOURCES |HUMAN ANDCOMPENSATION MAIN AREAS OFEXPERTISE:EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE OFFICERORSENIOROFFICER)|PRIORCURRENT PUBLICCOMPANY MAIN AREAS OFEXPERTISE MAIN AREAS OFEXPERTISE:EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE OFFICERORSENIOROFFICER)|MANUFACTURING INDUSTRIES | PRINCIPAL OCCUPATION: DIRECTOR OFCOMPANIES PRINCIPAL OCCUPATION: OPERATING PARTNER, WYNNCHURCH CAPITAL (CANADA) LTD PRINCIPAL OCCUPATION: PRESIDENT ANDCHIEFEXECUTIVE OFFICER MANAGEMENT |GOVERNANCE |MERGERS, ACQUISITIONS ANDFINANCINGS AUDIT ANDFINANCE(MEMBER) LEAD DIRECTOR AUDIT ANDFINANCE(CHAIR) CORPORATE GOVERNANCE ANDNOMINATING (MEMBER) HUMAN RESOURCES (CHAIR) Conseil patronal de l’environnement du Québec du l’environnement de patronal Conseil 9,000 SHARES DECEMBER 31, 2019 208,451 SHARES DECEMBER 31, 2019 4,000 SHARES DECEMBER 31, 2019 . Actively involved in social and community affairs, he was awarded in 2012, the : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE |ACCOUNTING, OFFICERORSENIOROFFICER) ANDRISK FINANCE
, , (a foundation for pediatric cancer research). Mr. Plourde holds a Bachelor’s degree Prix Grand Bâtisseur Grand Prix
DSU 22,110 DSU 78,275 DSU 31,909 s s s by by Université du Québec à Montréal à Québec du Université Tourisme Montréal Tourisme Cercle des présidents (Québec) présidents des Cercle whose missionisto mobilize Québec companies 5,974 TOTAL NET CHANGE (#) 56,193 TOTAL NET CHANGE (#) 7,774 TOTAL NET CHANGE (#) Université de Sherbrooke de Université Fondation . She holds the degree of Bachelor
Centre de Cancérologie Cancérologie de Centre DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 539,572 DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 4,989,471 DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 635,588 (Québec). . She is a governora is She . Prix bâtisseur bâtisseur Prix (Québec).
(5) (5) (5) 9 Cascades Management Proxy Circular 10 Cascades Management Proxy Circular INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS — SHARES DECEMBER 31, 2020 13,628 SHARES DECEMBER 31, 2020 21,190 SHARES DECEMBER 31, 2020 AGE 65 AGE 57 AGE 52 WESTMOUNT (QUÉBEC) CANADA DIRECTOR SINCE2016 NON-INDEPENDENT KINGSEY FALLS (QUÉBEC) CANADA MONTRÉAL (QUÉBEC) CANADA DIRECTOR SINCE2019 DIRECTOR SINCE2016 INDEPENDENT INDEPENDENT (7) (6)
(1) (1) DSU DSU DSU 10,235 14,477 41,864 s s s (4) (4) (4) America and been hasalso deeply involvedwith theYoung Presidents’ Organization since 2003. Vice-President and Chief Operating Officer in the containerboard packaging sector. In 2016, he received the Hubert T. Lacroix Patrick Lemaire Martin Couture the Corporation. Over the years, Mr. Lacroix has been a member of numerous boards for both public and private the corporation. Before acting in that capacity, he held the position of Senior Advisor with the Montreal office of the wind industry by theBritishmagazine United the and France in manager plant and manager,manager maintenanceproject of positions the 2020 ANNUAL MEETINGVOTES INFAVOUR: 96.76% 2020 ANNUAL MEETINGVOTES INFAVOUR: 99.53% 2020 ANNUAL MEETINGVOTES INFAVOUR: 96.80% Stikeman Elliott, from 2005 to 2008, and, just prior thereto, prior Stikeman just and, from 2005 2008, Elliott, to Executivewas of Chairman Telemedia Corporation States. His managerial skills and leadership were then put to use as General Manager of five plants and as is Chief Executive Officer of Sanimax Inc., where he has worked since 1990. He is a member of the Audit and Audit the of member a is He 1990. since worked has he where Inc., Sanimax of Officer Executive Chief is Committee and a member of the Health and Safety, and Health the Development of member of Sustainable Environment a Committee and and Committee Governance Collegeprogram. it as a renewable energy leader in Canada and France. In 1988, after obtaining his degree in Mechanical in degree his obtaining after 1988, France.In and Canada in renewableleader energya as it position helped and company the transformedprofoundly he decade, last the Over 2020. December in of private companies and non-profit organizations, including the Canadian Olympic Committee. Lacroix Committee. Mr. Olympic Canadian the including organizations, non-profit and companiesprivate of companies, as well as a member of boards for various non-profit organizations. He continues to serve on boards and acquisitions of public companies, and securities. He is Chair of the Corporate Governance and Nominating mergers concentratingon years,twenty to close spent he Tétrault,where McCarthy with spent was career skills with extensive operational experience, Mr. Couture was named one of Canada’s “Top 40 under 40”, a Caldwell and of the other companies in the Telemedia corporate structure from 2000 to 2005. Most of Mr. Lacroix’s legal at the Quebec EY Entrepreneur of the year Awards and ranked as the 58 the as ranked Awardsand year the of EntrepreneurEY Quebec the at received his Bachelor of Civil Law (1976) and his MBA (1981) from McGill University (Québec). He has been a been has (Québec).UniversityHe McGill from (1981) MBA his and (1976) Law Civil of Bachelor his received President and CEO of CBC/Radio-Canada from January 2008 to June 2018, the longest mandate in the history of Mr. Lacroix acts as strategic counsel for Blake, Cassels & Graydon, a national law firm. Beforejoining them, he was Partnersaward, 2007.in receivedYoungHe & Ernst the Entrepreneur Yearthe of activeawardan is He 2008. in Finance Committee and of the Human Resources Committee of the Corporation. Combining strong leadership Recipient of a Bachelor’s degree in Economics from St. Lawrence University (Canton, New York), Martin Couture member of the Quebec Bar sinceBar 1977. Quebec member the ICD.Dof of certified designation the holds also He Corporate ICD from the member of the National Renderers Association, the professional association of the rendering industry in North Prix from Engineering retirement his until 2006 September from Inc. Boralex of CEO and President as served Lemaire Patrick COMPANY BOARD EXPERIENCE|GOVERNANCE |MERGERS, ACQUISITIONS ANDFINANCINGS COMMITTEE(S): COMMITTEE(S): COMMITTEE(S): N.A. MAIN AREAS OFEXPERTISE MAIN AREAS OFEXPERTISE MAIN AREAS OFEXPERTISE PRINCIPAL OCCUPATION: CHIEFEXECUTIVE OFFICER,SANIMAXINC. (CANADA) PRINCIPAL OCCUPATION: STRATEGIC COUNSEL,BLAKE,CASSELS &GRAYDON LLP PRINCIPAL OCCUPATION: DIRECTOR OFCOMPANIES MERGERS, ACQUISITIONS ANDFINANCINGS|INNOVATION ANDTECHNOLOGIES HUMAN RESOURCES ANDCOMPENSATION |GOVERNANCE
d’excellence AUDIT ANDFINANCE(MEMBER) CORPORATE GOVERNANCE ANDNOMINATING (CHAIR) HEALTH ANDSAFETY, ENVIRONMENT ANDSUSTAINABLE DEVELOPMENT (MEMBER) HUMAN RESOURCES (MEMBER) — SHARES DECEMBER 31, 2019 13,628 SHARES DECEMBER 31, 2019 21,190 SHARES DECEMBER 31, 2019 from the Université Laval Université : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE ORCURRENT |PRIOR OFFICERORSENIOROFFICER) PUBLIC : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE |MANUFACTURING OFFICERORSENIOROFFICER) INDUSTRIES | : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE |MANUFACTURING OFFICERORSENIOROFFICER) INDUSTRIES |
Cercle des Dirigeants d’Entreprises Franco-Québécois d’Entreprises Dirigeants des Cercle (Québec), he began his career at Cascades. He successively held successively He Cascades. at career his began (Québec), he
DSU 4,676 DSU DSU 11,481 32,943 A Word about Wind about Word A s s s
. 2,996 5,559 TOTAL NET CHANGE (#) TOTAL NET CHANGE (#) 8,921 TOTAL NET CHANGE (#) th most influential individual in individual influential most . In 2017, he was a finalist DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 408,928 148,919 DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 917,436
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INFORMATION ONEQUITY HOLDINGS INFORMATION ONEQUITY HOLDINGS 2,500 SHARES DECEMBER 31, 2020 — SHARES DECEMBER 31, 2020 AGE 59 AGE 49 KIRKLAND (QUÉBEC) CANADA MONTRÉAL (QUÉBEC) CANADA DIRECTOR SINCE2019 DIRECTOR SINCE2019 INDEPENDENT INDEPENDENT
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DSU DSU 9,408 6,889 s s (4) (4) Audit and Finance Committee and of the Human Resources Committee of the Corporation. Mr. Gentiletti has Gentiletti Corporation. Mr. the of Committee Resources Human the of and Committee Finance and Audit 2020ANNUAL MEETINGVOTES INFAVOUR: 99.97% Mélanie Dunn Nelson Gentiletti technology company listed on the NASDAQ whose mission is to accelerate the shift toward sustainable PET toward sustainable shift acceleratethe to is mission whoseNASDAQ the on listed company technology 2020 ANNUAL MEETINGVOTES INFAVOUR: 94.71% She sits on the Board of Directors of the Canada Post Corporation, Nesto, the CHU Sainte-JustineFoundation CHU Nesto,the Corporation, Post Canada the Directorsof of Board the on sits She University in1983and hisGraduate DiplomainPublicAccountancy from McGillUniversity (Québec) in1985. Committee of the Corporation. Ms. Dunn is actively involved in several professional and community organizations. on the board of directors and audit committee of Sportscene Group, Inc. since 2006 and sits on the John Molson DevelopmentFinancialand Chief of the Officer havingservedas basis, Transcontinental global a Inc.,on where experience planning strategic as well as acquisition, and mergers accounting, financing, operational, broad a one of the 2018 Top 100 Most Powerful Women in Canada by Women’s Executive Network (WXN). Ms. Dunn has a Development Safety, Sustainable and and Health Environment the of and Committee Resources Human the of company with an extensive portfolio of communications firms in North America, Europe and Asia. She is a member and the MontrealCanadiensChildren’sthe and of Board the activememberof beenan has she Foundation.Since 2015, Bachelor’s degree in Economics and a Marketing certificate from the Business School advisory board. Mr. Gentiletti received his Bachelor of Commerce degree from Concordia from degree Commerce of Bachelor his received Mr.Gentiletti board. advisory School Business He has also served as Chief Operating and Chief Financial Officerof Transat ATInc. Mr. Gentiletti currentlyserves a Inc., Industries, Loop of Officer Financial Chief and Operating Chief as served and CPA a is Gentiletti Nelson Directors and Executive Committee ofthe Chamber ofCommerce of MetropolitanMontreal. She has been named President and CEO of Cossetteand a memberof the executive management teamof Vision7International, a holding the overis yearshas communications.She experience20 managementmarketingDunn businessof and Ms. in he worked from November 2011 until December 2018 and contributed to the transformation of the company. the of transformation the to contributed and 2018 December until 2011 November from worked he polyesterand plastic fiber, the retirement member his of January 2021. a from until 28, is 2019 on February He 1, COMPANY BOARD EXPERIENCE|ACCOUNTING, FINANCEANDRISK MANAGEMENT |MERGERS, ACQUISITIONS ANDFINANCINGS COMPENSATION |SALES ANDMARKETING|INNOVATION ANDTECHNOLOGIES COMMITTEE(S): COMMITTEE(S): MAIN AREAS OFEXPERTISE MAIN AREAS OFEXPERTISE PRINCIPAL OCCUPATION: PRESIDENT /PRESIDENT, ANDCEO, COSSETTE VISION7(QUEBEC) PRINCIPAL OCCUPATION: DIRECTOR OFCOMPANIES HUMAN RESOURCES (MEMBER) AUDIT ANDFINANCE(MEMBER) HEALTH ANDSAFETY, ENVIRONMENT AND SUSTAINABLE DEVELOPMENT (MEMBER) HUMAN RESOURCES (MEMBER) — SHARES DECEMBER 31, 2019 — SHARES DECEMBER 31, 2019 : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE ORCURRENT |PRIOR OFFICERORSENIOROFFICER) PUBLIC : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE |HUMANRESOURCES OFFICERORSENIOROFFICER) AND
DSU DSU 1,408 1,408 s s 7,981 TOTAL NET CHANGE (#) 8,000 TOTAL NET CHANGE (#) Université du Québec à Montréal à Québec du Université DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 136,610 DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 136,886 (Québec).
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11 Cascades Management Proxy Circular 12 Cascades Management Proxy Circular exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after companyanyaccesstoa denied that order an or ordertradecease a toorder,tradecease similar a orderto (b) an subject the proposed Director was acting in the capacity as Director, Chief Executive Officer or Chief Financial Officer of that company; exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while companyanyaccessto a denied that order an or ordertrade cease a toorder, tradeceasesimilar order a toan (a) subject nominee to the Board of Directors is, as at the record date of this Circular, or has been, within 10 years before the date hereof; To the best knowledge of the Corporation, based on the information provided by the Nominee Directors, no other proposed in section4.7 AdditionalInformation onpage34oftheCircular. through the Corporate Secretary’s office, by mail or email, with the mention “confidential”, to the contact information provided Chairs Committee or Corporation’sBoard the the www.cascades.com.on website at with communicatemayShareholders available is policy This Board. the approvalto its recommended vice-versa,and and shareholders, with communicatemay engagement, the Corporate Governance and Nominating Committee approved a policyfacilitatesuch outlining2017,to howIn shareholders. the its Boardwith anddialogue constructive Management and open of importance the in believesBoard The as determined by theBoard. elected to the Board and that no proxy material is circulatedbe Directorsto in of support of number one the or moreas nominees same other the than those is presented,nominees Director of number the where those Directors,namely of election uncontested an involving circumstances in applies only offer. policy resignation This the to pertaining deliberations Board or committee any in part take not shall resignation his tender to offered who Director The (TSX).Toronto Exchange Stock make its decision and announce it in a press release within 90 days following the meeting of shareholders with a copy towill the Board The not. exceptionalor circumstances,absent it, acceptto whether Board the torecommendation a make and offer resignation such consider will Committee Nominating Governanceand Corporate The elected. is Director the which shareholders at of meeting the Board following the of Executive Chair the immediately to resignation his offer tender toto greater of votes number than votes withheld for,respect with to the election ofDirectors by shareholders, will be expected a receives who Director a as election for nominee policy, a this Under election. this to applies policy voting majority The (7) (6) (5) (4) (3) (2) (1) INFORMATION ONEQUITY HOLDINGS 2.2.2 MAJORITY VOTING POLICY MAJORITY 2.2.2 2.2.4 ADDITIONAL2.2.4 DISCLOSURE RELATING TO DIRECTORS ENGAGEMENT SHAREHOLDERS 2.2.3 POLICY — SHARES DECEMBER 31, 2020 AGE 47 MONTRÉAL (QUÉBEC) CANADA DIRECTOR SINCE2019 INDEPENDENT Compensation 3.1.4 section in described as annually, paid are DSUs Plourde, Mario and Lemaire Alain including officers, executive For 2021. 15, January on 2020. 1, June on attributed were and Circular the of 18 page on Components Lemaire, Bernard Mr. of assets the manage 31, and December on administer to (TSX) Exchange mandataries Stock named Toronto jointly the shareholder. were on attributed voting were Lemaire sole and Corporation the Patrick is the Mr. Circular of and the Couture of Shares 28 Lemaire Martin page on Common Sylvie which the Ms. of 58-101 Plan of shareholding. Unit 2021, 4, price Capital, 50% a Share Instrument share holds February Foresee On by National Deferred closing Lemaire the 3.8.3 shareholder. directly Ms. on Held voting section which based Administrators’ in in is sole risk the at is Securities company described a value as Lemaire Inc., II total Canadian The Alain annually, the Tremer of paid by which 1.2 of are Inc., DSUs indirectly Section or Lemaire under Directors, directly Alain held external are established Gestion For by shares indirectly independence 36,277 or of directly standards Held the to refers “Independent” Corporation. the of shares common 8,139,433 including ($14.55). 2020 Practices). Governance Corporate of (Disclosure
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DSU 9,578 s (4) 100 globalinspirational women inmining”, ofWomen 2018edition inMiningtheUK. 2002-2006 and Iamgold Corporation 2006-2008). She is a member of the Audit and Finance Committee and of the Elif Lévesque 2020 ANNUAL MEETINGVOTES INFAVOUR: 96.89% She is a member of the of member a is She University (Massachusetts, USA) and has an ICD.D designation. She is a fundraiser for the in the 2018 Aces of Finance competition held by FEI Canada, Québec Section and was named as one of the “Top Corporate Governance and Nominating Committee of the Corporation. Ms. Lévesque is a member of the board of Inc.producers(Cambior gold intermediate leading yearswith 18 including companies, U.S.listed and Canadian directors of G Mining Ventures Corp. and of Gold Terra Resource Corp. and is the chair of their audit committees. with experience of years 20 over has Lévesque Ms. 2008. since Osisko at function finance the to contributed de Montréal de Royalties Ltd. Prior to this, Ms. Lévesque was Vice President and Controller of Osisko Mining Corporation and Corporation Mining Osisko of Controller and President Vicewas Lévesque Ms. this, to Prior Ltd.Royalties Gold Osisko of Finance Vice-President and Officer Financial Chief was she 2020 February until 2014 June From LévesquefoundersElif the Royaltyof one Nomad Financialis of Chief andOfficer Company Ltd since 2020. April COMMITTEE(S): MAIN AREAS OFEXPERTISE PRINCIPAL OCCUPATION: CHIEFFINANCIAL OFFICER,NOMADROYALTY COMPANY LTD MANAGEMENT |GOVERNANCE |MERGERS, ACQUISITIONS ANDFINANCINGS . Ms. Lévesque was the winner in the category “Financial executive of a small or medium enterprise” AUDIT ANDFINANCE(MEMBER) CORPORATE GOVERNANCE ANDNOMINATING (MEMBER) — SHARES DECEMBER 31, 2019 : EXECUTIVE LEADERSHIP(CHIEF EXECUTIVE |ACCOUNTING, OFFICERORSENIOROFFICER) ANDRISK FINANCE
Ordre des Comptables Professionnels Agréés du Québec du Agréés Professionnels Comptables des Ordre
DSU 1,408 s 8,170 TOTAL NET CHANGE (#) , holds an MBA from Clark from MBA an holds , Centre des Femmes Femmes des Centre DECEMBER 31, 2020 ($) TOTAL VALUE AT RISK AS OF 139,360
(5) other publiccompanies and hasdetermined thatnone ofthenominees sitonthesame BoardDirectors. of The Board of Directors has reviewed the membership of the proposed nominees to the Corporation’s Board on the boards of (2) (1) the current Directors attheBoard duringthelastfiscal and Committeemeetingsheld year. Healthand Safety, Environment andDevelopment Sustainable Committee. The following table sets theforth attendance of and Finance Committee, the Corporate Governance and Nominating Committee, the HumanResources Committee and the Audit the workplan: and charter written own its with each committees, (4)four following the established has Board The i) to areasonable shareholder indeciding to whetherornot vote for aproposed nominee to theBoardDirectors, of save for: subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been Board of Directors has been subject to any penalties or sanctions imposed by a the courtto relatingnominee toproposed no securities Corporation,legislation or the by of a knowledge the toFurthermore, assets. his hold to appointed trustee or receiver,a manager receiverhad creditors,or with compromise arrangementor proceedings, any instituted or to subject insolvency,bankruptcy or to relating became legislation any or under proposal a made bankrupt, (d)became or assets; its any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted capacity,that in ceasingact persontocapacity, that that yearof a in wasperson within acting that or while companythat, resulted from an event that occurred while that person was acting in such capacity; (c) a Director which or executive and company of that officer of any officer financial chief or Director,executiveofficer a chief be to ceasedDirector proposed the ii) 2.2.6 DIRECTORS ATTENDANCE MEETINGS RECORD TO BOARD COMMITTEE AND 2.2.5 BOARD INTERLOCKS director by a attended meetings of percentage and Number Alain Lemaire Sylvie Vachon Sylvie Lemaire Georges Kobrynsky Louis Garneau Laurence Sellyn Michelle Cormier Nelson Gentiletti Mélanie Dunn Martin Couture Mario Plourde Élise Pelletier Elif Lévesque Patrick Lemaire Hubert T. Lacroix
severances and suppliers. Following all such payments, the cash on hand was insufficient to repay the remaining secured in which it operated. The large majority of net proceeds from such sales were used to repay bank indebtedness, employee wind down Calyx in the most efficient manner, following the sale, in December 2016, by Calyx of all assets and businesses capacity, this In Transportation Calyx. Calyx of DirectorOfficer sole andto Inc.become the mandate(“Calyx”) her was to of 2017,shareholderwasJanuary remainingby creditorsole askedbysecuredCormier seniorIn the andthe Michelle Ms. discharge hermandate. bankruptcyin pursuant to the creditor. Given the insolvency of Calyx, Michelle Cormier in her capacity of Director of Calyx approved a voluntary assignment the ChairmanofBoard ofthecompany whichpursued theoperationsStornoway.of Creditors Arrangement Act Arrangement Creditors Stornoway Diamond Corporation (Stornoway) until November 1, 2019. Stornoway filed for protection under the Stornoway made a voluntary assignment into bankruptcy pursuant to the on a going concern basis after the successful implementation of Stornoway’s restructuring transactions. In November 2019, of Quebec in November 2019 and Stornoway’s operating subsidiary emerged from such process, continuing its operations Mr. Hubert T. Lacroix served as director (as of January 21, 2019) and then as Chairman of the Board (as of May 14, 2019) of Corporate Finance, and Audit the of member a and director a be to ceased and 2020 in Board the to re-election seek not did Kobrynsky Georges Mr. 2020. 25, June on Committees Resources Human and Nominating, and Governance Corporate and Finance, and Audit the of member a and director a be to ceased and 2020 in Board the to re-election seek not did Sellyn Laurence Mr. 2020. 25, June on Committees Nominating and Governance (2) (1) (CCAA) on September 9, 2019. The CCAA process was concluded by order of the Superior Court Bankruptcy and Insolvency Act Insolvency and Bankruptcy 10 10 10 10 10 11 11 11 11 11 11 11 11 4 4 (11 MEETINGS) DIRECTORS BOARD OF 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 91% 91% 91% 91% 91%
3 3 5 5 5 5 (5 MEETINGS) COMMITTEE AUDIT AND FINANCE 100% 100% 100% 100% 100% 100% in order to complete the wind down of Calyx’sand affairs of down wind the complete to order in
AND NOMINATING 3 5 5 5 5 GOVERNANCE (5 MEETINGS) CORPORATE COMMITTEE Bankruptcy and Insolvency Act Insolvency and Bankruptcy 100% 100% 100% 100% 100% 3 5 5 5 5 (5 MEETINGS) RESOURCES COMMITTEE HUMAN 100% 100% 100% 100% 100%
4 4 4 3 3 . He now acts as HEALTH ANDSAFETY, AND SUSTAINABLE Companies’ Companies’ DEVELOPMENT ENVIRONMENT (4 MEETINGS) COMMITTEE 100% 100% 100% 75% 75%
13 Cascades Management Proxy Circular 14 Cascades Management Proxy Circular 2.3 which permissible services proposed to be performed by the Independent Auditor are pre-approved. Under the terms of the pursuanttoconditions the proceduresand forththe sets that Independent providedservices“Policy”) bythe (the Auditor for Procedures and a Pre-approval Policy adopted has “Committee”) (the Committee FinanceCorporation’s and The Audit fees ofmore than$100,000require pre-approval ofallmembersthe Committee. of involve mandate. that Services per $100,000 of maximum a to up payment unbudgeted involvefees the of that Committee the approved by previously not services any for pre-approvalauthority Committee the of Chairman the to delegated has Committee pre-approved.The are $50,000 of limit annual an to up $25,000 than less of feesinvolve Policy, that services (4) (3) (2) (1) provided to theCorporation and itssubsidiaries: services various for years fiscal two past the in dollars Canadian in Accountants,Professional Chartered of Partnership PricewaterhouseCooperstoLLP, paid and Corporation the by incurred category,fees by presents, the table following The regulatory requirements. and legal applicable with compliance in provided, services audit advancenon approvesin and determines and Auditor Charter, accordance its in IndependentCommittee, with Finance provided services the and approves audit by Audit all The of EthicstheQuébecOrder ofChartered Professional Accountants. Independentfromthe Auditorindependence their of objectivityandrespect with to Corporation,the pursuant to Code the For the financial year ended December 31, 2020, the Corporation’s Audit and Finance Committee obtained written confirmation voted otherwise. be to are shares the that indicated has proxy the granting shareholder the unless compensation their fix toDirectors of Auditor of the Corporation, to hold office until the next Annual General Meeting of Shareholders, and to authorize the Board PricewaterhouseCoopersIndependentof as LLP,accountants,appointmentprofessional chartered the of Partnershipof The persons named as proxies in the enclosed form of proxy intend to vote the shares represented by such proxy of Directors to fixtheir remuneration. Independenttothe appoint shareholdersnextAuditor the of until meeting to annual office and hold authorize to Board the At the Meeting, the shareholders will be asked, upon the recommendation of the Audit and Finance Committee and the Board, Committee meetings ofwhichthey are not a member, ona non-voting basis. other attend to invited Directors are sit, they which on Committees its and Board the of meetings attending to addition In responsibilities. and roles their to commitment Directors’ strong the to attests meetings Committee and Board at rate meetings and 90% for the Health and Safety, Environment and Sustainable Development Committee meetings. Committee TheResources attendance Human for 100% meetings, Committee Nominating Governanceand Corporatefor 100% meetings, For Fiscal 2020, the total attendance record of Directors was 97% for Board meetings, 100% for Audit and Finance Committee 2.3.3 POLICIES PROCEDURES AND ENGAGEMENT AUDIT THE FOR OF NON-AUDIT SERVICES AND 2.3.2 AUDITOR INDEPENDENT FEES 2.3.1 INDEPENDENCE AUDITORS’ Tax Fees Total Audit-Related Fees Audit Fees Other Fees SERVICES
Professional services consisting primarily of transaction support services. services. support laws. transaction Tax of Income primarily with consisting compliance for services mainly in Professional services provided in Professional services provided Professional services Professional
Appointment of Independent Auditor Independent of Appointment (3) (1) (4) (2) Corporation. the matters. of regulatory statements and financial accounting annual on the of audit consultations and as well filings as regulatory auditing and with statutory connection with connection DECEMBER 31, 2020 1,782,181 2,214,441 171,254 254,325 6,681 FEES ($) DECEMBER 31, 2019 1,887,790 2,381,714 IN FAVOUR 217,750 249,879 26,295 FEES ($)
2.6 2.5 2.4 voted otherwise. by suchproxy AGAINST theproposal, unlesstheshareholder granting theproxy hasindicated thattheshares are to be The persons named as proxies in the enclosed form of proxy or voting information form intend to vote the shares represented The Board recommends thattheshareholders vote AGAINST theproposal, for the reasons setoutinScheduleA. hereto. A Schedule in forth set A-1proposal AGAINSTshareholder or FOR voteto asked be will shareholders the Meeting, the At not to avote hold onproposals A-2 and A-3 for thereasons setforth inScheduleAto Circular. this Schedule A to this Circular sets forth three (3) proposals received from a shareholder. However, it was agreed with this shareholder Special Resolution,unlesstheshareholder granting theproxy hasindicated thattheshares are to bevoted otherwise. The persons named asproxies intheenclosed form ofproxy intend to vote theshares represented by suchproxy FORthe The Board and Management recommend thattheshareholders vote and, ifdeemed appropriate, to adopttheSpecial inScheduleJto out Resolutionset thisCircular. consider to asked be will shareholders Meeting, Circular. the At this to I Schedule in explainedAct are changes proposed The Corporations Resolution by the shareholders, to amend the articles of incorporation of the Corporation. In accordance with the Special the of confirmation to subject resolution, a 2021,adopted 15, March on held meeting its Directors,at of Board The Annual 2021 the of accept advance in sharesshareholders are to bevoted otherwise. the furnished that Corporation’s approach to executive compensation, unlesstheshareholder granting theproxy hasindicated thatthe Board, Circular the the of in The persons named asproxies intheenclosed form ofproxy intend to vote theshares represented by suchproxy FORthe disclosed The responsibilities Board and Management recommend that the shareholders vote and role compensation the vote when reviewing and approving future executive compensation policies and decisions. the of outcomeexecutive the diminish Shareholders”. consider However, will Board. Board the the on binding be to to of not will resultsadvisory, the being vote The not and Meeting approach basis General advisory Corporation’s an the on “Resolved, on thefollowing advisory resolution: asked Resources shareholdersrecommendation be Committee.Human Meeting, the to will the vote the on Boardof At the executive compensation and the details of the compensation program and practices. This disclosure has been approved by Circular.the (CD&A)Corporation’sof Analysis the andsection describes Discussion Compensation CD&A The toapproach at each annual shareholders meeting on the Corporation’s approach to executive compensation, as described in Section 3.1 Annual General Meeting. The purpose of the say on pay advisory vote is to provide shareholders with the opportunity to vote Corporation’sThe toapproachexecutive compensation was 2020 approved25, June shareholdersthe the at byof 96.02% executiveofficers.to respect with policyvote advisory pay on say approveda Corporation the Directorsof of Board The
Shareholder Proposals Shareholder Amendments to the Corporation’s Articles of Incorporation Advisory Vote on Executive Compensation (Québec), amendments to the Corporation’s articles of incorporation must be approved by the shareholders. FOR FOR the Corporation’s approach to executive compensation. theSpecial Resolution. Business Business
15 Cascades Management Proxy Circular 16 Cascades Management Proxy Circular 3.1 3.1.1 COMMITTEE RESOURCES COMPENSATION HUMAN AND guidance for the closure of a pension plan in the United States. For fiscal years 2019 and 2020, the following fees were paid and toadvicefor Mercer Mercer. to “Allpaid caption also werefees”feesthe below.2019, Other in Fiscal thereforeincluded In agreementare service this under paid fees Mercer.2018, with Since continued was Corporation the with agreementservice the and Mercerby retains the service of Pavilion for investment consulting advice for retirement plans in Canada. In plans, December pension 2018, Canadian PavilionCascades’ of was committee investmentacquired the through Corporation, the 2002, Since approach. compensation Mercer, the Committee reviewed the compensation policy and the competitiveness of each compensationof componentinput withinthe aexecutives.With seniortotal for employmentmarket the developmentsin assessing including policies, compensation on Corporation’s management. In Fiscal 2020, more specifically, the accepted by and Mercer clear reported made is to the this Committee, and as paramount outside is Directors compensation of consultant, Board the and Committee the to relationship reporting and retained the services of Mercer on matters related to executive compensation. Mercer has specifically recognized that its advisory has Committee the 2013, Since programs. benefits and compensation on Committee the to independentadvice provide can who compensation specialized in consultants external of services Charter, the its retain may, accordance with Committee in The d) Executive Compensation -Compensation Advisors Committee and is available ontheCorporation’s website. the reviewedby annually is operation powers and responsibilities, its describing Committee Resources Human the of Charter The forExecutivesDeferredPlan Performanceand Unit 2020. ShareKeyPlan and in Unit Share times 5 Employees. met Committee The Plan, Corporation’s Option the Stock accordancewith in eligible persons those to (DSUs) Units Share Deferred and (PSUs) Units PerformanceShare options, stockexercise of of conditions and terms and granting the regardingIncentive Long-termPlan the of importance and pertinence the to respect with Board the recommendationsto makes reviewsand executives.It senior other and succession of senior management and submits its recommendations to the Board on the appointment of the Chief developmentand Executive professional training, Officer recruitment, to relating Corporation the by place in put reviews practices Committee The without thepresence ofManagement, thecompensation ofexecutive officers and makes their recommendations to theBoard. Executive Officer. Based on the foregoing and on market data provided by an external firm, the members of the Committee discuss, Chief and President the for compensation on recommendation and assessment his Committee the to submits Board the of Chair of his or her previously set objectives, as well as his recommendations concerning their compensation. Furthermore, the Executive senior executiveby each attainment the of his evaluation Executive Officer Chief and President the receives from Committee The respect to the annual compensation for the Executive Chair, the President and Chief with Executive“Board”) Officer (the Directors and theof other Board senior the executives. to recommendations make and review to is others, Committee’samongst mandate, The c) Mandate Board Nominees onpage7oftheCircular for thebiography ofeach member oftheCommittee. components of management compensation, succession plans, pension plans, and share-based incentive programs. See section 2.2.1 have implemented, managed and/or provided advice on compensation policies and practices, including with respect to wage policies, directorships in organizations with oversight over human resources functions. In connection with their responsibilities, all members or positions management executive held have or hold either specifically,members Corporation’sMore all culture.the business experience that enable him or her to make decisions on the suitability of and the Corporation’sskills the as well policiesas executivecompensation,and in practices responsibilities taking her into or account his relevantto is experiencethat direct has members Committee’s the of Each Corporation. the involving transaction material a in interest an had has or has nor subsidiaries its of any or Corporation the indebted to been has or is Committee the members of the of None Mr.Gentiletti. and Nelson Dunn Mélanie Ms. The Committeeis composed entirelyof independent Directors, namelyMs. Sylvie Vachon (Chair),Ms. Élise Pelletier,Mr. Martin Couture, b) Composition and hasrecommended itsapprov Section 3 Statement ofExecutiveStatement Compensation All Other Fees Executive Compensation related Fees SERVICES Compensation Discussion and Analysis and Discussion
165,000 26,148 2020 ($) 185,139 78,305 2019 ($) 3.1.2 of the performance and the retention of assets. For more details, see Section 3.1.4 Compensation Components on page 18 Circular.of the page on Components 3.1.4 Compensation Section see details, more For assets. of retention the and performance recognition the of the between balance a maintaining of goal Corporation’s the reflect policy compensation the of components The Compensation components objectives thereby resulting inabetterbusiness objectives alignment. supervisor’stheir of support in yearcurrent the fordevelopmeasurableobjectivesto requiredemployees are salaried axes, these of each competencies.behavioralFor after sought as well as developedwere axis strategic (6) six processes, these To support and specific expectations, measured bya competencies-basedapproach. to reinforce the culture of the Corporation by integrating financial results remain anchored in the Corporation’s values. The fundamental purpose is These processes are aimed at facilitating the client-focused approach and our customers and maximizingCascades’ overall profitability. employeesall of contributiontowards the importanceof valueforadding emphasizesthe and Corporation the employeesthroughout hourly the include to down further cascaded is process setting objectives The and to annualcompensation impacttheir increase. to attain boththeir personalobjectives and their behavioral competencies, that has been designed to take into consideration the employees’ capacity processmanagementperformance a using year’sset The are objectives the year to supporttheachievement ofCascades’ business objectives. provided, 97% of salaried employees had two performance reviews during supervisor’s objectives. In addition to informal feedback which is regularly all salariedemployees developed personal objectives, insupportoftheir Corporation and its employees are aligned in a common direction. In 2020, the axis, strategic each competenciesforbehavioral sought developing required to realize its strategic plan. By establishing specific objectives and The Corporation’s main goal is to attractand retainwithin its ranksthe talent Fundamentals behind theCompensation Policy Corporation’s other management personnel. Unless otherwise indicated, the information contained herein is as at December 31, 2020. this section essentially describes the compensation policies and programs for the NEOs, these programs and policies also apply to the Products Group, a division of Cascades Canada ULC (SPG) and the Chief of Strategy,Specialty the Legal of AffairsOfficer Operatingand Corporate Chief andSecretary. President(CCP), the ULC Although Canada Cascades of division a Packaging, Containerboard of Cascades Officer Operating Chief and Officer, President Financial the Chief ExecutiveOfficer, Vice-President and Chief the and compensation of the Named Executive Officers (NEOs) for the financial year ended December 31, 2020. The NEOs are the President regardingprograms and policies the of description a with Corporation the of shareholdersprovide tointended is section This and inthemanagement discussionand analysisaccompanying theCorporation’s annualfinancial statements. The significant risks and uncertainties which could affect the Corporation are disclosed in the Corporation’s annual information form the Corporation’s compensation policies and practices that are reasonably likely to have a material adverse effecton the Corporation. practices and policies applicable to all employees including the Named Executive Officers and did not identify any risks arising from and the Deferred Share Unit Plan for Executives and Key Employees) and retirement benefits. In 2020, the Committee reviewed the Incentive Plan (profit-sharing plan), a Long-term Incentive Plan (made up of the Performance Share Unit Plan, the Stock Option Plan account any associated risks. As further described hereunder, the components of compensation include a base salary, intoa taking Short-term practices, Corporation’s and approvesthe policies and compensation review a conducts annually Committee The e) RiskOversight Long-term Incentive Plan Short-term Incentive Plan Base Salary
COMPENSATION OF NAMED EXECUTIVE OFFICERS EXECUTIVE COMPENSATION NAMED OF Reward thecollective performance asawhole for business theCorporation units,divisionsand Reward individual performance and operational results Reward individual performance, experience and leadership
C C C Com en ation ucce ion lanning C ased a ac C e e c e elo ment raining an ecruiting ecruiting an iring Per ormance management lanning Career C C C
17 Cascades Management Proxy Circular 18 Cascades Management Proxy Circular 3.1.4 COMPENSATION COMPONENTS 3.1.3 PRACTICES BENCHMARKING was granted abasesalary increase of4%andMr. RobertF. was Hall granted abasesalary increase4%. of Hogg was granted a base salary increase of 8%, Mr. Charles Malo was granted a base salary increase of 5%, Mr. Luc Langevin Mr. 5%, Allan of increase salary base grantedwasa Mr.Plourde described. previouslypractices Mario benchmarking the of for the NEOs ranged from 4% to 8%, including competitive adjustments to executive compensation when applicable as a result 31, 2020 were set on February 1, 2020 and remained unchanged throughout the fiscal year. In Fiscal 2020, the salary increases sustained contribution to the success of the Corporation. The base salaries of the NEOs his for and the Officer fiscalExecutive yearthe experienceendedof Decemberthe responsibilities, of level the as factors,such of number a of basis the on responsibilities, required competencies and other specific conditions related tothe position. Base salariesare also determined their with accordance in classified and evaluated are positions Officer Executiveequity, internal the of purposes the For Base Salary with ashort-term incentive plan,positioned market atthe median ofthe for positionswith comparable responsibilities. The objective sought is to offer to Executive Officers a total annual cash compensation, composed of a base salary coupled Total annualcash compensation new Reference Group shallbeusedfor theannualcashcompensation determination process for theNEOs for 2021. above. enumerated criteria The the reflect better to and Corporation the of evolution the accountinto take to made were Winpakand Ltd., toInc.,and Celestica Corporation, Leafadd FoodsLinamar Maple Inc. Stellaand Inc.Jones changes These NovemberIn Referencethe 2020, Groupwas modified to remove Inc., Dorel Industries Transcontinental Inc., Inc. Uni-select above, regular increases were appliedin2020. Since it was determined that our key executives were in a competitive position with respect to the reference group described determination process for theNEOs for thefiscal year endedDecember 31, 2020. compensation cash annual the in used ReferenceGroup the formed that companies the forth sets table following The Corporation allow for a better understanding and benchmarking of the competitiveness of remuneration for senior executives. The Committee considersthat the aforementioned characteristics that the companiesin the reference groups sharewith the • thesecompanies have salesranging from one third to three times Cascades’ sales($5.0in 2019). billion • thehead ofthese office companies islocated inQuébec; • thecompanies operate theiractivitiesonanationalorinternational level; • thecompanies are listed onastock exchange; one ormore ofthefollowing criteria: of basis the werecompaniesexcluded), on chosen oil and (gas companies Canadian Reference15 The consistedof Group 2020 remuneration levels. reflect to 2.6% increased and by 2019 reference in SEDAR wasextracted on groupscircularsmanagementproxy filed from “Reference Group”. the or for reference market data a financial against The 2020 in Committee the bybenchmarked was Database (MBD), the annual cash compensation, namely the base salary and the variable compensation for all of the NEOs, Benchmark Mercer 2019 the as such companies, consulting compensationby published surveyscompensation national In addition to considering annual cash compensation (base salary and short-term incentive plan) indicators extracted from compensation determination process for theNEOs. cash annual the in used werebelow reference described groupsMercer,or comparatorgroups of the assistance the With CCL Industries Inc. Québécor Inc. TFI International Inc. BRP Inc. Canfor Inc. West Fraser TimberCompany Ltd Resolute Forest Products Inc. Domtar Corporation REFERENCE GROUP Winpak Ltd Uni-select Inc. Transcontinental Inc. Dorel Industries Inc. Norbord Inc. CAE Inc. Gildan Activewear Inc. breakdown ofthecompensation derived from theshort-term incentive planfor Fiscal 2020. the forth sets table following The 2020. December to March from period the for amount profit-sharing target the of 140% ForNEOsall Fiscal2020, commona had strategic andoperative objective for achievementthe which resulted payouta in of payout range, were approved by theBoard ofDirectors inFebruary 2020. the including terms, new These amount. profit-sharing target the of 140% to 80% from range canpayout The objectives. operative and strategic annual achievementof the on based paid is 20% amount, this performance.Of personal their and short-term incentive based on the financial results of the Corporation, taking into account their experience, responsibilities Theyparticipate profit-sharingthe programin the under following NEOs all terms: are eligible to receive fiscal the for a year From March 1, 2020 compensation for theshort-term incentive planofthesubsequent fiscal year. the in reported were December November and of months the for amounts profit-sharing ReferencePeriod, the to Due and theirpersonal performance, capped attwo times basesalary. theannual short-term incentive based on the financial results of the Corporation, taking into account their experience, responsibilities Reference a the receive Period during to eligible are and plan profit-sharing the participatein function support havea who 30% on the financial results of the Corporation, capped at two times the annual base salary; 2) members of senior management, incentive based on the following ratio : 70% of the operating profitof the business unitswhich are undertheir supervision plus (the “Reference Period”); 1) the NEOs whose functions are directly related to operations are eligible to receive a short-term They participate in the profit-sharing program under the following terms: between November 1 Until March 1, 2020 with ayear’s seniority to participate intheprofit-sharing program. The Short-term Incentive Plan entitles the NEOs, as well as other members of senior management and all permanent employees Short-term Incentive Plan paid isappropriately correlated to theperformance oftheCorporation. be to compensation the that ensures also responsibility.Committee her The or his under units business of number the as it considers in a discretionary manner, the experience, the responsibilities and the past performance of the executive as well those of the Corporation’s shareholders. When the Committee determines the profit-sharing to be paid to the senior executive, for several years, is challenging and effectively encourages senior management’s productivity and aligns their interests with The Committee remains satisfied that the Corporation’s profit-sharing plan which reflects aphilosophy that has been in place operating profit. Thestrategic and operative objectives are established to bechallenging to achieve. view.overtermsof unit toprovidecompetitorscouldstrategicothersdisclosurein oneindications the Its importanceof of of point competitive a sensitive from management’s and confidential seniordetermine also to is used compensation units of the of each profit operating percentage of the well, As situation. financial its affect negatively and competitiveposition this information would allow the Corporation’s competitors to isolate certain data and could harm the Corporation’sdisclosing Indeed,interests. products its toprejudicial greatly be wouldoperativeobjectives strategicand its to and units business its of profit operating torelative information the of disclosure that view the of is Corporation The NEOs. the of objectives operative and strategic the as well as units business these of each from derived profits the disclose publicly not does the Corporation is relying on the serious prejudice exemption available under securities regulations. Indeed, the Corporation compensation derived from the Short-term Incentive Plan is based on measures that cannot be disclosed, as in past years, and from the calculation basis, save for the President and Chief Executive Officer for the period before March excluded1, 2020. is The operations entire European our of profitability The be. may case the as period, restructuring or start-up the during calculation the excludedfrom be may mode restructuring or start-up a in units business Certain month. by month unit, by unit basis, a non-consolidated on accounted for are profits their Corporation, the of profitability the determineto order In (4) (3) (2) (1) Allan Hogg Charles Malo Luc Langevin Mario Plourde Robert F. Hall NAME
exception the with Corporation, the of entities affiliated and divisions subsidiaries, 0.15%. is operating the of all percentage of the profit which for operating of Greenpac, 0.25% of Represents responsible. responsible. is is he he which which for for units units business business the the of performance. of and profit profit operating operating of of responsibilities 0.25% their 0.20% at and fixed account is 0.03% into paid taking between varies Profit-sharing amount, Profit-sharing discretionary a Represents AND DECEMBER 2019 PROFIT-SHARING FOR NOVEMBER IN FISCAL 2020 215,408 PAYABLE UNDERTHETERMSAPPLICABLE 68,615 94,579 39,190 42,085 REPORTED (2) (1) (4) (3) (2) ($
)
BEFORE MARCH 1, 2020 FOR JANUARY AND PROFIT-SHARING FEBRUARY 2020 252,163 80,723 26,293 55,205 68,615 ($ )
PAYABLE UNDERTHE TERMS APPLICABLE FROM MARCH TO DECEMBER 2020 st 1,585,850 and October 31 449,323 475,755 528,617 528,617 ($ ) st THE TOTAL CASH PERCENTAGE OF COMPENSATION ofeach year,
(%) 58 59 55 67 51 19 Cascades Management Proxy Circular 20 Cascades Management Proxy Circular years ended before theVesting Date, based onthefollowing table. calendar three the for Corporation, the by determined as average ROCE, the to correspond shall multiplier applicable The Table 3.3.1 Outstanding Option-BasedAwards and Share-Based Awardsin and onpage24the Circular. of 23 page on TableCompensation Executive of 3.2.1TableSummary in shown are awards these of details The granted inJune 2020,theexpected anestimated multiplieris100%based on 6.9% (as of ROCE defined below). PSUs below). those defined (asFor 5.3% of ROCE a on based 40% is multiplier the 2019, August grantedin PSUs those For management employees oftheCorporation, affiliated or itssubsidiaries, divisions companies. key executivesand senior 41 to 2022 31,May on vesting PSUs 306,990 Directorsgranted of Board the 2020, 1, June On management employees oftheCorporation, affiliated or itssubsidiaries, divisions companies. key executivesand senior 32 to 2021 31,May on vesting PSUs 333,922 grantedDirectors of Board the 2019, 19, August On by suchinvestments are not reflected asthese would only be realized after a certain time. whereby capital costs are increased by the inclusion of such strategic investments but cash flows generated in the long run integrationthe projector completionthe operationsof the relatedof and synergies arerealized. addressessituations This the after flows generate cash only may Corporation the of benefit long-term the forinvested capital the that fact the on strategic investments over $50M may be temporarily excluded from the calculation upon approval by the Committee based dividendsincludesfrom non-corealso Report.investments.Return businessAnnual With calculation, respectto ROCE the income taxes and excludes specific items as defined in the Corporation’s Management Discussion and Analysis section of the less profit operating as year.(4)defined eachquartersfour foris last Return the average of the on calculatedemployed is employed of its core business investments and excludes capital employed attributable to non-controlling interests. Capital Corporation’scapital the of shareincludes It liabilities. accrued andpayable accounts less assets total includes which employed capital as defined is ROCE Plan, PSU the of below.purposes Fordescribed as multiplier applicable Awardthe by the of part forming PSUs of number the multiplying by obtained be shall number adjusted Such Corporation. the of ROCE On the Vesting Date, the number of PSUs forming part of the Award shall be adjusted depending upon the three-year average during whichsuchPSUAward isgranted. grant. However, the Vesting Date will not be later than the end of the second fiscal year of the Corporation following the year particularsother toapplicable Award.PSU a VestingThe Date AwardPSU a of determinedbe will by Boardtimeof the the at Date,Vestingthe PSU Date, the attained performancebe for the Award,must thereof, objectives part which or andto vest, The Board has the discretion to establish at the time of each grant, within the restrictions set forth in the PSU Plan, the Award approves the number of PSUs granted and may amend, suspend or terminate the PSU Plan or any PSUs granted thereunder. is administered by the Board or, if determined by the Board, by a committee of the Board of Directors. The Board of Directors of the Corporation and its subsidiaries share units in accordance with the terms and conditions of the PSU Plan. The PSU Plan The Performance Share Unit Plan (“PSU Plan”) is intended to allow the Board to grant to selected officers and key employees Plan Unit Share a) Performance percentages atitsdiscretion. following percentages 50%, 30% and 20% respectively. The Board of Directors may increase or reduce the multiples and/or the according to DSUs and Options PSUs, among divided is grant The 1.3. of multiple Secretary, Corporate a Affairs and Strategy, of Legal Chief the for and 1.5 of multiple SPG, a of Officer Operating Chief and President the for1.5, of multiple a CCP, of Officer Operating Chief and President the for 1.4, of multiple a Officer Financial Chief Vice-Presidentand the for 3, of multiple Officer,Executivea Chief and President the follows:for as are NEOs the to 2020 in DSUs and Options PSUs, of The number of PSUs, Options and DSUs attributed is based on a multiple of the base salary. The multiples used for the grant employees withthose oftheshareholders oftheCorporation. key officers and such of interests the align to employees, and key and officers such motivating and retaining attracting, in Corporation the assist to Corporati < 4.0% 7.5% 7.0% 4.5% 4.0% AVERAGE ROCE 9.0% 6.5% 6.0% 2019 AND2020AWARDS 5.5% 5.0% 8.5% 8.0% 100% 140% 120% 170% 10% 40% 210% 25% 250% 60% 80% 0% MULTIPLIER
employee. of the occurrence of any event in b) hereinabove mentioned, are immediately forfeited upon the optionee ceasing to be an eligible time the exercisablenot are at which whichever options occursoption, the first; the of term original the expirationof the to prior the portion of an option to be vested within 2 years following such date within 90 days after the expiration of such 2 year period or employmentterminationof anddateof the years,at whole intoaccountmayoption only exercisetaking an vestedof the portion his termination due to permanent disability; iv) upon retirement, an optionee whose age and years of service total at least 70 years, representative of the optionee, as the case may be, during a period of 120 days after the death of the optionee or after the date of or at the date of his termination of employment due to permanent disability may be exercised by the optionee or the legal personal terminated due to permanent disability, the portion of any option held by such optionee that is exercisable at the date of his death optionee during a period of 60 days after the date of termination; iii) if an optionee dies or if his employment with the exercisedCorporation the bybe may terminationis of date the exercisableat is that optionee such by held option any of portion the cause,for termination a deemed not is termination his but Corporation the byoptionee’sterminated employment an is if ii) termination; of exercisableis that optionee datethe at termination of may exercisedbe bydays 60 of period a optioneeduring the after datethe events and in the following manner: i) if an optionee voluntarily terminates his employment, the portion of any option held by such as a result of being terminated for cause by the Corporation; b) options will expire before the expiry date pursuant to the following employeeeligible an be toceasing optionee the upon immediatelyexpire will options a) following situations: the of one eventof the in or date expiry their at expire Plan Option the under granted options the otherwise, Directorsdecides of Board the Unless 1 the aftershares of number the of 25% of thetenth business day following thelastday ofthetrading prohibitionperiod. Theterms for exercising theoptionsgranted are extendedend is the toquestion in option exercisethe forthe period period, prohibition trading the dayof last days followingthe later than 10 years after the date the option is granted. If an option expires during a trading prohibition period or within 10 business Pursuant to the terms of the Option Plan, an optionee may exercise an option at any time before its expiration, which date will be no to thegrant date. calculated as the average of the closing price of the shares on the Toronto Stock Exchange (TSX), on the five (5) trading days prior determinedbe by BoardDirectorsthe of granttimeof marketthe than at less price notbe grantsharesandwill the the at of date, Directors.previousof exerciseBoardawards The the will bindfor referencenotoption used areforpricedo an and only purposes and affiliated companies to receive options entitling them to acquire Common Shares of the Corporation. When new awards occur, The Stock Option Plan enables Officers, including the NEOs, as well as key employees representatives. of the Corporation, its subsidiaries, legal divisions, her or his upon the binding be Plan b) Option under Stock and shall Plan the Participant under a of Participant obligations such The of rights the applicable. have as shall Agreement, Unit Participant Share the of representatives legal the death, the of or bygiven hypothecated as pledged, In a security the dies Participant. where and a case a sold, Participant PSUof, Award is disposed vested at the be time not may PSUs and transferred or assigned be not may PSUs and Awards PSU in rights The been have attained, ifapplicable. Participant the of objectives performance the that determined has Corporation the once forthwith, shall paid PSUs be Such applicable. if objectives, performance of attainment the to subject whole the period, vesting the within be entitled to a number of PSUs, prorated to take into account the number of days worked as an officer or a key employee shall the Participant for cause, or dismissal termination voluntary than for other a key reason of employee the Corporation or whether Award, PSU such of vesting the to the or Corporation’s ceases retires under retirement policies be an at orofficera where the prescribed age a Participant before cause for dismissal or termination not such PSU Award is shall to objectiv granted under theOptionPlanbecome exercisable within60days ofthedate oftheChangeinControl. Directorsof Boardoptions Corporation, the grant.dateall the Unless of event of Controldecides the otherwise, in in Change a of st anniversary date of grant, and an additional 25% each on the 2 the on each 25% additional an and grant,anniversary of date nd , 3 , rd and 4 and th anniversary 21 Cascades Management Proxy Circular 22 Cascades Management Proxy Circular (TSX) the five during (5)trading days preceding thepayment date), less applicable withholding taxes. the closing price of the Common Shares (the average closing price of the Common Shares traded on the Toronto Stock Exchange employee’sthe recordedin DSUs of number bythe toaccountmultiplied equal payment cash sum in receivelump will a He DSUs. the payment of date the as year that of 1 day December following business fifth the haveelectedto deemed be will he occurred, employee’sCorporatecalendaryearthe noticetothe the following beforeSecretarywhich year of December in the 1 termination a such send not does employee an if that understood being it date, this to prior days business (5) five least at DSUs the of date year in which the employee’s termination occurred. The employees must advise the Corporate Secretary of their choice of payment which he ceased to be an employee and director, but such date cannot be later than December 31 of the calendar year following the to be a director of the Corporation or any of its subsidiaries, he may select a payment date for the DSUs subsequent to the date on forExecutivesPlan DSU the participantceasesin employeeWhena an to be forany reason whatsoever applicable,if ceasesand, they entitle theirholderto therightsnormally conferred onshareholders oftheCorporation. on the Common Shares of the Corporation. Under no circumstances shall DSUs be considered shares of the Corporation nor shall to be an employee of the Corporation. DSU holders are credited annually additional DSUs in an amount equal to the dividends paid ceases he until held creditedand are DSUs the which to name his accountin employeean awarded.eligible has be toEach DSUs Corporation or any of its subsidiaries which are eligible to participate in the DSU Plan for Executives and establishes the number of The principal terms of the DSU Plan for Executives are as follows: the Board designates the salaried officers or key employees of the the numberofDSUsgranted and may amend, suspend orterminate theDSU Planfor Executives orany DSUsgranted thereunder. administered by the Board or, if determined by the Board, by a committee of the Board of Directors.Executivesforis The Plan BoardDSU Executives. offorThe DirectorsPlan DSU the approvesof conditions and terms the accordancewith (“DSUs”)in units share which is intended to allow the Board to grant to selected officers and key employees of the Corporation and its subsidiaries deferred In 2018, the Board of Directors adopted the Deferred Share Unit Plan for Executives and Key Employees (“DSU Plan for Executives”) Key and Employees Executives for Plan Unit Share c) Deferred as atDecember 31, 2020. the exercise price of $13.95 per share expiring on May 31, 2030, representing 0.18% of the 102,276,230 Common Shares outstanding affiliated or themsubsidiaries,divisions giving its opportunitycompanies, the purchaseto collectively 184,193 Shares Common at On June 1, 2020 the Board of Directors granted options to 41 senior executives and key management employees of the Corporation, outstanding asatDecember 31, 2019. Shares at the exercise price of $11.97 per share expiring on August 18, 2029, representing 0.21% of the 94,245,295 Common Shares Corporation, its subsidiaries, divisions or affiliated companies, giving them the opportunity to purchase collectively 200,354the Common employeesof management key executivesand senior 32 to options grantedDirectors of Board the 2019, 19, August On may beexercised onlyby theoptionee and are not assignable. exercised, including by way of processes administered by the Corporation or by be maythird option parties mandatedan which by in the manner Corporation. the time, Options to time determine,from maySecretaryCorporate reserve. The Plan Option the from cashless exercise feature, payable in cash or a securities, which providesof for a additionfull deduction of the number of the underlying securities vi) and Plan; Option the of administration the to relating terms the of amendmentany v) option; any in or Plan applicable stock exchange; iv) any correction or rectification of any ambiguity, defective provision, error or omission in the Option or desirable to comply with applicable laws, rules or regulation of any governmental entity, agency, department or authority or any adjustment of options, any amendment to the termination provisions of an option or the Option Plan; iii) any change that is necessary to, the terms relating to the amount and payment of the exercise price (other than a reduction in the option price), vesting, expiry, participation in the Option Plan; ii) any amendment to on the conditions terms or relating to limitations the and grant Plan or exercise Option the of in options, including, participation but for not 3.2 3.2.1 SUMMARY EXECUTIVE COMPENSATION OF TABLE for thefiscal years ended December 31, 2020, 2019and 2018. The following table sets forth the total executive compensation paid to the NEOs of the Corporation or of one of its subsidiaries medical, dental and disability insurance. Benefits and perquisites provided to senior management reflect competitive practices. life, includes management senior of members including employees all Corporation’sto offered program The benefit employee Perquisites and Benefits share ownership guidelines. Resources Committee regularly monitors compliance with the ownership guideline. For Fiscal 2020, all the NEOs have satisfied the minimal number of shares must purchase annually shares in an amount the at least hold equal not to do 5% of who managementtheir seniorannual base of salary.Members31.December at TSXThe Human the on Shares Common the of value market the (2) and date grant value or cost original their (1) greater of the on based be valued executive will an officer by held DSUs and Shares salary. base annual his least times at 1.3 to equal a value and/or of shares DSUs hold required Corporateto Affair is Secretary and required to hold shares and/or DSUs of a value equal to at least 1.5 times their annual base salary while the Chief of Strategy, Legal salary,base annual his Presidentthe and Operating Chief and CCP President of the Officer and OperatingChief SPG of Officer are times least 1.4 at to equal value a of and/or DSUs shares hold to required is Officer Financial Chief Vice-Presidentsalary,and the base annual his times 3 least at to equal value a of and/or DSUs shares hold to required is Officer Executive Chief and President The DSUs. and Options PSUs, of grant the for used multiples the to equal amount an in both of combination a or Corporation the of DSUs or shares hold must management senior of Members shares. retain and accumulate to Plan IncentiveLong-term the in To further align the interests of senior management with those of shareholders, the Corporation expects executives who participate Guideline Ownership Corporation, itssubsidiaries, divisionsoraffiliated companies. the employeesof managementkey executivesand senior 41 to DSUs 122,797grantedDirectors of Board the 2020, 1, June On Corporation, itssubsidiaries, divisionsoraffiliated companies. executivesmanagementthe employeeskeysenior andof 32 to DirectorsDSUs grantedof 133,570 Board the 2019,19, August On participant under theDSUPlanfor Executives. such of rights the have shall participant the representativesof legal the dies, participant a where case the In participant. a by mayDSUs The transferredassignedor notbe mayandDSUs disposednotof,be hypothecatedpledged, sold, givenor securityas (7) (6) (5) (4) (3) (2) (1) Allan Hogg Vice-President and Luc Langevin Officer ofSPG Officer Charles Malo Officer ofCCP Officer Chief ofStrategy, LegalAffairs Chief Executive Officer Chief Financial Officer and Corporate Secretary President and ChiefOperating President and ChiefOperating Robert F. Hall President and Mario Plourde NAME ANDPRINCIPAL POSITION
$4.01 % 37 option: per years shares: 6 value the of Fair lifetime: e. price Expected market d. in 2.3% Volatility rate: c. 0.5% Dividend rate: b. Risk-free a. 2020. Fiscal on for Plans salary base the Retirement of 3.5 10% or heading the the $50,000 to for of refer payments threshold information sharing prescribed profit the additional For reach include only. not do amounts they as contribution these 2020, 1, included, Corporation’s been March the not have effective to represent table Perquisites the according management in senior for reflected established Plan value amounts the The by Incentive granted the on Short-Term the options (TSX) in of change number Exchange the the to Stock Due Circular. Toronto multiplying the by the of on 20 page shares determined on is Plan grant Common of the of Incentive date the price on Long-term closing granted heading average the options the to by the of refer value multiplied fair information, The granted DSUs additional and For PSUs of number the Equals to refer information, additional For objective. annual the of 100% than more at achievement the Circular. reflect the and of 25 2020 page December to 2019 November from assumptions: NEO. period the by following the for received amount accounting cash a method, constitute not well-known a does model, amount This ($11.97). 2019 Black-Scholes-Merton 19, the August of date grant the to prior days five the heading Short-term Incentive Plan on page 19 of the Circular. the of 19 page on Plan Incentive Short-term heading the the on (TSX) Exchange Stock Toronto the on shares Common the of price closing average the by multiplied granted DSUs and PSUs of number the Equals NEO. the by received amount cash a constitute not does amount This ($13.95). 2020 1, June of date grant the to prior days five
Executive Compensation Summary
2020 2020 2020 2020 2020 2018 2018 2018 2018 2018 2019 2019 2019 2019 2019 YEAR
1,027,255 427,380 438,480 508,049 517,499 472,294 958,779 413,689 499,639 455,953 896,753 464,386 488,165 383,002 391,092 SALARY ($ )
2,013,445 1,883,180 1,377,867 512,565 448,743 399,094 429,264 340,589 495,909 429,711 348,530 355,892 446,832 487,610 338,557 AWARDS SHARE- BASED ($)
(2) (1) (2) (1) (1) (1) (2) (1) (2) (2)
OPTION-BASED 248,047 213,737 186,351 45,790 48,770 53,978 39,558 46,064 55,049 58,056 43,845 63,145 61,092 50,932 55,342 AWARDS ($ )
(3)(4)
COMPENSATION INCENTIVE PLAN 1,139,642 2,053,421 1,273,621 NON-EQUITY 390,434 544,134 703,919 323,903 586,553 306,985 623,012 410,052 141,102 306,027 293,291
291,083 ANNUAL ($ )
(5)
174,418 204,937 191,277 64,940 46,918 53,714 52,354 63,704 58,134 49,864 59,209 68,569 52,745 69,857 62,241 PENSION VALUE ($ )
(6)
COMPENSATION ALL OTHER — — — — — — — — — — — — — — — ($)
(7)
COMPENSATION 1,159,678 4,520,594 1,343,894 1,269,169 1,769,144 1,757,919 1,120,293 5,547,105 1,452,725 1,383,002 1,705,912 1,152,017 1,239,097 1,384,441 3,775,031 TOTAL TOTAL
($ )
23 Cascades Management Proxy Circular 24 Cascades Management Proxy Circular 3.3 3.3.1 OUTSTANDING AWARDS OPTION-BASED SHARE-BASED AWARDS AND (3) (2) (1) of Fiscal 2020. end the at outstanding grants share-based and grants option-based the NEO, all each for forth, sets table following The Allan Hogg Luc Langevin Charles Malo Robert F. Hall Mario Plourde NAME
Common Circular. the of the of price 20 page closing on the Plan and Incentive options the of Long-term price $14.55. heading exercise namely the the to Refer between date. difference exercise the to option equal the is at options Shares money Common the in the of unexercised of value The value the on depend will exercise, upon realized any, if gain, actual Any $14.55. namely 2020, 31, December on (TSX) Exchange Stock Toronto the on Shares 2020, 31, December subject on are (TSX) PSUs The Exchange 2022. Stock and 2021 Toronto the fiscal on of end Shares the at Common the targets of ROCE price of closing the by achievement the on multiplied held based is DSUs to entitled represents be This may NEO the which PSUs of Number 31, December on vested had it if as payout minimum the on based is disclosed amount The multiplier. applicable the on depending payouts different to Circular. the of 20 page on Plan Incentive Long-term heading the to Refer 2020.
Incentive Plan Awards UNEXERCISED UNDERLYING SECURITIES NUMBER OF (NUMBER) 14,848 13,728 17,458 10,934 17,684 12,479 14,559 13,805 15,235 15,385 47,660 23,160 24,950 40,312 91,680 29,496 28,915 81,070 16,487 15,747 16,067 16,067 34,553 67,425 33,635 90,942 11,711 11,781 20,947 20,947 61,857 33,877 29,731 68,821 52,171 34,631 87,551 OPTIONS 4,283 2,000 — — — — — — — — — — — — — — EXERCISE 14.28 14.28 14.28 14.28 14.28 12.39 12.39 12.39 12.39 12.39 13.95 13.95 13.95 13.95 13.95 11.97 11.97 11.97 11.97 11.97 OPTION 7.66 7.66 7.66 7.66 7.66 4.46 4.46 4.46 4.46 4.46 6.10 6.10 6.10 6.10 6.10 5.18 5.18 5.18 5.18 5.18 6.26 6.26 6.26 6.26 6.26 6.26 9.75 9.75 9.75 9.75 9.75 PRICE OPTION-BASED AWARDS ($ ) OPTION EXPIRATION June 27, 2021 June 27, 2021 June 27, 2021 June 27, 2021 June 27, 2021 June 27, 2021 Aug. 18, 2029 Aug. 18, 2029 Aug. 18, 2029 Aug. 18, 2029 Aug. 18, 2029 May 31, 2030 May 31, 2030 May 31, 2030 May 31, 2030 May 31, 2030 May 31, 2028 May 31, 2028 May 31, 2028 May 31, 2028 May 31, 2028 May 31, 2026 May 31, 2026 May 31, 2026 May 31, 2026 May 31, 2026 May 31, 2025 May 31, 2025 May 31, 2025 May 31, 2025 May 31, 2025 May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022 May 31, 2022 Dec. 17, 2027 Dec. 17, 2027 Dec. 17, 2027 Dec. 17, 2027 Dec. 17, 2027 June 5, 2024 June 5, 2024 June 5, 2024 June 5, 2024 June 5, 2024 June 2, 2023 June 2, 2023 June 2, 2023 June 2, 2023 June 2, 2023 DATE IN-THE-MONEY UNEXERCISED 119,760 111,168 199,224 142,709 238,070 820,353 102,946 774,696 284,216 377,723 558,572 292,632 917,605 173,957 203,227 317,427 330,341 16,900 41,453 20,558 45,042 37,114 29,819 14,086 25,296 39,693 32,196 32,072 25,447 VALUE OF OPTIONS 4,775 6,560 9,448 5,656 4,451 8,237 9,141 3,931 — — — — — — — — — — — — — — ($ )
(1)
SHARE-BASED NOT VESTED 103,095 112,375 NUMBER OF THAT HAVE 18,223 (NUMBER) 20,798 26,778 22,879 26,245 25,392 25,642 29,097 29,097 AWARDS – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –
(2) May 31,2022 May 31,2022 May 31,2022 May 31,2022 May 31,2022 May 31,2021 May 31,2021 May 31,2021 May 31,2021 May 31,2021 VESTING DATE – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –
AWARDS THAT HAVE MARKET ORPAYOUT SHARE-BASED 1,635,056 1,635,056 1,500,032 1,500,032 NOT VESTED 389,620 265,145 369,454 332,889 381,865 423,361 302,611 373,091 VALUE OF – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – ($ SHARE-BASED AWARDS )
MARKET ORPAYOUT AWARDS NOT PAID VALUE OFVESTED OR DISTRIBUTED
SHARE-BASED 1,772,772 430,680 431,626 482,012 352,590 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – ($ ) (3)
3.5 3.4 3.3.3 3.3.2 AWARDS PLAN INCENTIVE -VALUE YEAR THE DURING EARNED VESTED OR (3) (2) (1) Income Tax Act choose to invest their contributions and the employer’s contributions ininvestment funds available. Tax Income the byallowed amount maximum the to subject are plan retirementpensionregistered employer’s the The to contributions contribution pension plan,theCorporation contributes 4.95% salary ofhisbase untilage 60. defined this of implementation the beforeyears 13 for management senior of member a was Plourde Mario as addition, In certain a contributespercentage between 0%and 3%ofthebasesalary dependingand onCascades’ orgroup’ssalary profitabilityemployee’s intheprior year.base the of Officer) Executive Chief and President the for (13.50% 11.25% contributes Corporation The retirement.for capital accumulate to management senior of members enable to 2010 1, April on All NEOs participate in the Retirement Plan for Executives of Cascades Inc. This defined contribution pension plan was established plan 25% of the employee’s and NEOs contribution. The shares the are tocontribute purchased will on Corporation the the market met, on are a conditions predeterminedcertain if dateand, eachsalary month. their of 5% of maximum a to up basis, voluntary a Management can contribute, on a voluntary basis, up to a maximum of 10% of their salary and other employees can contribute, on The Corporation offers to its Canadian employees, including the NEOs, a share purchase plan of its common stock. Members of Senior The following tablesummarizes theburnrate duringthelastthree fiscal years. by thearrangement securitiesboughtbackorissuedunder theperiod. during the weighted average number of outstanding securities of the issuer at the beginning of the applicable fiscal year adjusted rateburn The percentagethe is calculated bygranted securities of number the dividing fiscal applicable the during year by Burn Rate (2) (1) Option PlanasatDecember 31, 2020. Corporation’sthe under issuance Stockavailablefuture remainingfor Shares Common of number the forth sets below table The The following tablesetsforth, for each NEO, thevalue vested for allgrants and thebonuspayout duringFiscal 2020. Plan Pension Total Allan Hogg Luc Langevin Charles Malo Equity Compensation Plannot approved by Security holders Equity Compensation Planapproved by Security holders Robert F. Hall Mario Plourde PLAN CATEGORY NAME BURN RATE 22 and 20 pages on date. price respectively vesting closing such the Employees on Key price and between Circular. the exercise of difference Executives the 19 the for and page Plan on namely, Unit ($14.55) Plan date, 2020 Share 31, vesting Incentive the Deferred on December and on Short-term Plan exercised (TSX) Unit heading been Share the had to Exchange Refer Stock options Performance the if Circular. Toronto the the value of headings on the to Shares estimated Refer the Common the represents of amount The 1.52% represents holders represents Security holders by Security approved by Plan approved Plan Compensation Corporation. Equity the the Compensation of under Equity securities the issuance under future outstanding for options and available issued of outstanding of remaining number exercise total securities the upon of of issued be number to The securities of number The Corporation. the of securities outstanding and issued of number total the of 2.39%
SECURITIES AUTHORIZED COMPENSATION ISSUANCE FOR EQUITY UNDER PLANS Retirement Purchase Share (Canada) and the surplus is paid into an individual unregistered supplemental retirement plan. The employeesThe retirementplan. supplementalunregistered individual an into paid is surplus the (Canada)and Plans Plan BE ISSUED UPONEXERCISE OF BE ISSUED NUMBER OFSECURITIES TO VESTED DURINGTHEYEAR OPTION AWARDS OUTSTANDING OPTIONS 2,440,645 2,440,645 151,654 41,370 46,538 54,089 37,321 0.19% —VALUE 2020 — ($ )
(1) (1) PRICE OFOUTSTANDING OPTIONS WEIGHTED-AVERAGE EXERCISE VESTED DURINGTHEYEAR SHARE AWARDS 135,398 176,833 167,655 717,967 189,751 0.21% — 9.20 VALUE 2019 — — ($) ($ )
(2) UNDER EQUITY COMPENSATION PLAN (EXCLUDING SECURITIES REFLECTED NUMBER OFSECURITIES REMAINING AVAILABLE FORFUTUREISSUANCE NON-EQUITY INCENTIVEPLAN COMPENSATION DURING THEYEAR IN FIRST COLUMN 1,558,724 1,558,724 2,053,421 703,919 544,134 586,553 623,012 — 0.19%
PAYOUT
2018 — ($ ) )
(3) (2)
25 Cascades Management Proxy Circular 26 Cascades Management Proxy Circular 3.6 The following tablesetsforth theaccrued value oftheretirement allowance theend at Fiscal of 2020for allNEOs. base salary for theyear priorto retirement multipliedby theyears service.eligible of after the age of 57, a retirement allowance. If eligible, the retirement allowance will be between 1% and 2.5% of the employee’s Additionally, some employees in specific business units hired prior to 1995 are entitled to receive upon their retirement on or that would have been paid to each NEO, had employment been terminated at the end of the most recently completed financial year. benefits termination other any severance,and payablespayments,incremental all of value total the provides table following The the date oftermination oftheiremployment, aswell asaconfidentiality clause. Circular.the of 25 page on Plans employmentThe contracts non-competea include also for24clause of period a followingmonths be entitled to receive severance pay as described above. With respect to retirement allowances, refer to the heading 3.5 Retirement at risk, they have the right to terminate their employment contract by providing written notice to that effect in which case, they would senior management of the Corporation or if the NEOs have reason to believe that a change in control would place their employment as provided in the employment contract and without any modifications to their responsibilities, compensation, role or function within fifteen days of an event of change of control to the effect that their employment is continued under the same terms and conditions employernewwithin the from notice receivea not do NEOs the if control, of change a eventof the In months. 24for continued be firstthe on beginning day the of month following date the of of termination employment. Health and dental insurance coverage will installments monthly 24 in payableare amounts employment;these of termination of date the preceding months 24 the during them to paid amount monthly average the of basis the on calculated plan profit-sharing the of months 24 to equal amount an as allowance as the case may be, following the termination of employment of retirementan amount a equal toseverancereceiveor payto24 entitled months of be their wouldbase salary they service,as well of years 35 after 57,or of age the after or retirementon defined in the contracts) or should they terminate(as their control employment of change for “Good a Reason”event of the (as defined in in theor death contracts) or whichdisability includes their to further or cause)for than (otheremployment their terminate Corporation the should that stipulate contractsemployment The employment. of termination or control of change a event of the All NEOs have each entered into employment contracts which have an indefinite term providing for payments or specific benefits in (1) of Fiscal 2020. end the at and beginning the at NEOs all for retirementplans the of value accrued the forth sets table following The Retirement Allowance Defined Contribution Plan Table Contribution Defined Allan Hogg Allan Hogg Allan Hogg Luc Langevin Charles Malo Luc Langevin Charles Malo Luc Langevin Charles Malo Robert F. Hall Mario Plourde Robert F. Hall Mario Plourde Robert F. Hall Mario Plourde NAME NAME NAME allowance. retirement the under applicable rules the of result a as and date hire on based 2002, 31, December to up service eligible of Years Termination and Change of Control Benefits (1) 1,002,400 1,019,900 2,026,600 ACCUMULATED VALUE 988,700 815,400 AT START OFYEAR SALARY 1,091,200 1,279,000 2,251,100 ($ 798,100 762,600 ) ($ )
INCENTIVE PLAN SHORT-TERM 1,038,200 3,185,800 893,300 817,200 943,400 ($ )
ELIGIBLE SERVICE COMPENSATORY 204,900 YEARS OF YEARS OF 63,700 68,600 69,900 52,700 26.8 30.3 35.7 30.1 7.3 RETIREMENT ALLOWANCE ($ 308,000 312,500 823,700 221,300 ) 37,700
($ )
ACCUMULATED VALUE ACCUMULATED VALUE 1,421,200 1,274,400 2,208,200 6,036,100 1,980,100 2,334,900 1,874,800 2,619,100 AT YEAREND AT YEAREND 221,300 308,000 312,500 911,600 823,700 879,200 37,700 TOTAL ($ ($ ($ ) ) )
Total cumulative return over five years return Total cumulative 3.8 3.7 3.8.1 RETAINER other other fees in DSUs, the remainder to be paid in cash. See Table 3.8.4 Summary Compensation Tableall of on 100% page to 29 up of andthe (“DSUs”)Circular. units sharedeferred in fees board annual their of 100% and receive50% betweento choose are entitled to receive travel expenses and other expenses incurred to attend Boardand Committee meetings. Directors must employees of the Corporation who do not receive any compensation for serving as Directors.also were DirectorsDirectorswho the who exceptionareof the not receive,employeeswith to entitled are Board the of members the compensation the of Board and of any Committee of the Board. Cash compensation is paid quarterly. The following table presents the components In Fiscal 2020, only Directors who were not employees of the Corporation received compensation for acting as members of the growth rate of12.8%. annual compound a at globally increased NEOs the received by compensation total period, year (5) five same the During $125.22 as at December 31, 2020. The same amount would have amounted to $155.99 for the reference index for the same period. Composite index. Hence a $100 investment in shares of the Corporation made on December 31, 2015 would have amounted to The compound annual return of Cascades’ stock over the past 5 years amounted to 4.6% compared to 9.3% for the S&P/TSX Packaging segment largely related to theCovid-19 pandemic and theessential products thatwe manufacture. 2020, driven by improving results in the Tissue Papers segment and strong demand and pricing dynamics for the Containerboard Cascades underperformed the reference index in 2019, the Company’s share performance outperformed the reference index in operational conditions, in addition to several non-recurring events that led to higher logistics costs within the platform. While and industry challenging to related division papers Tissue our from results softer of result a as largelyreference index, the well as the potential benefits linked to the optimization of our internal business processes. In 2018, Cascades underperformed as demand strong and prices selling higher with industrycontainerboard the perspectivesin positiveto reference due index outperformedthe slightly totalCascades’return sharepapers division, Tissue rawour frommixedresults materialand prices of the Corporation, resulting in Cascades’ stock underperforming the reference index. In 2017, despite an important increase in In 2016, lower containerboard prices and higher raw material costs and corporate costs negatively impacted the financial results over 5 years Return Annual Compound (1) question until the third quarter of 2019, at which point Cascades paid quarterly dividends at a higher rate of $0.08 per Common Share. Index for the same period assuming reinvestment of all dividends. Cascades paid quarterly dividends of $0.04 during the period in most recent financial years commencingDecember 31, 2015,with a cumulative fivetotal shareholderthe forreturn Corporationon the the S&P/TSX of Composite shares in investment $100 on return shareholder cumulative the compares graphfollowing The Investment of $100 made on December 31, 2015 December on $100 of made Investment 5 1 15 2 Annual Committee fees (Chair) Annual Lead Director fees Annual Board fees Annual Committee fees (Members) Health and Safety, Environment and Sustainable Development HumanResources Corporate Governance and Nominating Auditand Finance Health and Safety, Environment and Sustainable Development HumanResources Corporate Governance and Nominating Auditand Finance COMPONENTS Compound annualreturnover 5 years S&P/TSX Composite index S&P/TSX Composite
Compensation of Compensation Performance 2 15 2 1 Cascades 2 1 Graph Directors 2 1 2 19 2 2 AMOUNT ($) 18,500 18,500 18,500 28,000 25,000 25,000 25,000 21,000 31,000 80,000 27 Cascades Management Proxy Circular 28 Cascades Management Proxy Circular 3.8.2 OWNERSHIP SHARE GUIDELINE ON DIRECTORS FOR 3.8.3 PLAN UNIT SHARE DEFERRED (TSX) the five during (5)trading days preceding thepayment date), less applicable withholding taxes. the closing price of the Common Shares (the average closing price of the Common Shares traded on the Toronto Stock Exchange DSUs. He will receive a lump sum payment in cash equal to the number of DSUs recorded in the participant’s account multiplied by the payment of date the as year that of 1 day December following business fifth the haveelectedto deemed be will he occurred, notice to the Corporate Secretary before December 1 of the calendar year following the year in which the participant’s termination a such send not does Director a if understood that being date, it this to prior days business (5) five least at DSUs the of dates or participant’sthe which terminationoccurred.Directors Corporatepayment The choicethe of their advise Secretaryof must date in year the followingyear calendar the of 31 December than later be cannot dates such but Director a be to ceased he which on ceasestoDirector a be for any reason whatsoever, mayhe two or one paymentselect dates forsubsequent DSUs the to datethe in the DSU Plan ceases to be a Director for any reason whatsoever. Effective November6, 2018, when a participant in the DSU Plan Nominating Committeeapproved an amendment to the DSU Plan relative to the timing of the payment of DSUs when a participant between 50% and 100% of their annual board fees and up to 100% of all other fees in DSUs. In 2018, the Corporate Governance and interests and to allow them to participate in the long-term success of the Corporation. The external Directors must choose to receive DSUs provided to the external Directors as part of their compensation are intended to promote their identification with shareholder the external Directors in recognition of their contribution to the Corporation and as an integral part of their overall compensation. The In 2005, the Board of Directors adopted a deferred share unit plan (the “DSU Plan”) which was established in order to provide DSUs to (2) (1) have three years from thedate they joined theBoard to meet therequirement. Ms. Mélanie Dunn, Mr. Nelson Gentiletti and Ms. Elif Lévesque who were appointed as directors on October 21, 2019 and all of whom and 2019 9,May on Board the excepttoMr.electedthreshold,T. wasfor this Hubert who DirectorsLacroix,met all and $240,000 threshold was holding minimum the 31, December 2020, at As threshold. holding minimum new the attain toincrease the of date the yearsfrom threehave shall member Board each increased, are fees Board Annual the eventthat the In threshold”). holding “minimum (the fees Board Annual the times three least date)representsat grant the at value the to correspond shall DSU each of value the and 31 December at TSX the on Shares Common the of valuemarket the tocorrespond shall share each of value the Corporationthe valuewhoseCorporation,of understood the DSUs being acquireBoardsharesof or (it the joins he that which on yearsdatethree the of from period a within managementmust, memberof a not is Corporationwho the Directorof Each both. of December 14, 2017, requiring its Directors to on maintain a guideline ownershipminimum value share in minimum common a shares adopted or Board DSUs of the the shareholders, Corporation the or of a combination those with interests their align to order In Director compensation shallbesubjectto afurthermarket review in2023. Board fees, including theincreases mentioned above, inDSUs. Ownership for Directors, Directors must continue to choose to receive between a minimum of 50% and up to 100% of their Annual Share on Guideline the in defined as threshold holding minimum the attained not have or haveDirectors whether of Regardless • • • changes inDirector Compensation, to bephasedinover next the 3years: that the Corporation is able to attract and retain a diverse and highly qualified group of Directors, the Board adopted the following are not employees of the Corporation is significantly below the corporation’s target positioning of market median. In order to ensure 3.1.3Section in Directorsdescribed the reviewtowho Circular.compensationtotal this paid revealedthe the of of resultthat The as Corporation’s2021 the benchmarkin tocompensationNEO used be shall which companies peer of group new the using 2021, January in completedwasreview new 2017, a in completed been having Compensation Director of reviewmarket last the With The total cash compensation paidto Directors duringthefinancial year ended December 31, 2020 was $441,728. Alain Lemaire Sylvie Vachon Sylvie Lemaire Louis Garneau Michelle Cormier Mario Plourde Élise Pelletier Elif Lévesque Patrick Lemaire Hubert T. Lacroix Nelson Gentiletti Mélanie Dunn Martin Couture NAME In 2023, the Annual Board fees payable to all Directors who are not employees of the Corporation shall be increased by $30,000. In 2022,there willbeno changesto thetotal compensation paidto theDirectors whoare not employees oftheCorporation. In 2021, theAnnualBoard fees payable to allDirectors whoare not employees oftheCorporation shallbeincreased by $40,000.
Circular. the of 2.2.1 Management. Section in Senior for described as risk Guideline at value Ownership total the Share from differs Corporation’s the to guidelines according ownership the on established are based Plourde ownership of Mario and value total Lemaire the for Alain Messrs. calculation for The requirements The (1) (1) BASED ONOWNERSHIP SHARE VALUE 1,822,926 GUIDELINES 130,950 198,287 308,315 73,012 29,100 58,200 36,375 ($) — — — — —
BASED ONOWNERSHIP GUIDELINES DSU VALUE 179,560 133,268 135,766 133,496 454,984 415,933 306,830 348,578 572,904 518,961 96,264 ($) — —
OWNERSHIP GUIDELINES OWNERSHIP BASED ON TOTAL VALUE OF 2,238,859 133,268 132,639 135,766 133,496 479,528 335,930 377,848 513,184 645,915 827,275 ($) — —
(2)
3.8.4 SUMMARY COMPENSATION TABLE of theCorporation. conferredconsiderednormallytoCorporation be theyrights entitleholder the DSUs shall the sharestheir norof shareholderson additional DSUs in an amount equal to the dividends paid on the Common Shares of the Corporation. Under no circumstances shall that day, on the immediately preceding day for which at least one (1) Common Share was so traded. DSU holders are credited annually Exchange (TSX) on that day, or if at least one (1) Common Share shall not have been traded on the TorontoTorontothe on Share Common Stockforpricea closing Stockthe Exchange of basis the calculatedon (TSX)be shall day which such on on Share Common “Market Plan, DSU the Committee. of purposes Nominating Value” the any dayFor on particular market (1) means the one of value Governance Corporate and the with together Committee Resources Human the bydetermined year,followingotherwise unless the of 15 Corporation’s January the on account of December their year,fiscal of credited dayto and business last the being date by dividing the amount of the annual cash compensation by the market value of one (1) Common Share on the applicable expiration are credited and held until he ceases to be a Director of the Corporation. The number of DSUs credited to his account is calculated or any of its subsidiaries is eligible to participate in the DSU Plan. Each eligible Director has an account in his name to which the DSUs The principal terms of the DSU Plan are as follows: each Director who is not a full-time salaried officer or employee of the Corporation (7) (6) (5) (4) (3) (2) (1) the DSUPlanduringfinancial year ended December 31, 2020. The following table sets forth the total cash compensation paid as well as the value of DSUs awarded to the Directors under Alain Lemaire Sylvie Vachon Sylvie Lemaire Louis Garneau Laurence Sellyn Georges Kobrynsky Nelson Gentiletti Mélanie Dunn Martin Couture Michelle Cormier Mario Plourde Élise Pelletier Elif Lévesque Patrick Lemaire T.Hubert Lacroix NAME
$4.01 37% option: per years shares: 6 value the of Fair lifetime: e. price Expected market d. in 2.3% Volatility rate: c. 0.5% compensation Dividend rate: b. Lemaire’s Mr. Risk-free a. Circular. the to E Schedule in described are responsibilities his and Board the of Chairman Executive as serves Lemaire Alain Mr. team. executive Corporation’s the within responsibilities and role continuing his reflects amount an Falls. received he Kingsey in 2020, Fiscal property In 70. of private his age of the reached he maintenance the after 2017 towards June 2020 in in to pension allocated according annual $85,965 of established the value predetermined amount on an his the by (TSX) includes receiving granted This Exchange options Stock of commenced Toronto number Lemaire the the Alain on indicated Mr. shares multiplying by percentage Common the second of determined the is price and grant Circular. of DSUs the closing in of date 23 paid the average be on page to the on by fees granted Table board multiplied options annual the to of granted Compensation value DSUs respect fair and Executive with The of PSUs of choice Summary number 3.2.1 directors’ the the Table in Equals represents presented is indicated Plourde Mario percentage Mr. to first paid The Compensation Lemaire. Alain Mr. by their assumptions: all $692,215. of received receive following to the amount for chose cash a directors accounting the constitute not method, indicated, does is well-known amount a This percentage model, one ($13.95). only If 2020 1, DSUs. in June of paid Black-Scholes-Merton be date the to grant fees the to other all prior to days respect five with choice directors’ the represents compensation in DSUs. in compensation (1) (2)
575,490 40,000 23,000 77,000 83,500 40,250 39,500 75,750 FEES PAID 19,207 43,521 IN CASH
– – – – – ($)
DEFERRED SHAREUNITS(DSU 117,000 103,000 119,500 119,500 40,000 80,000 80,000 40,000 80,000 40,000 38,690 98,500 19,344 FEES PAID IN DSU
– – ($) s
PERCENTAGE FEES PAID IN OF ANNUAL 100/50 100/0 100/0 100/0 100/0 50/0 50/0 50/0 50/0 100 100 100 100 DSU (%) – – s) s (3)
SHARE-BASED 573,875 AWARDS – – – – – – – – – – – – – – ($)
(4) 70,696 AWARDS OPTION- BASED – – – – – – – – – – – – – – ($)
(5) COMPENSATION INCENTIVE PLAN
NON-EQUITY ANNUAL – – – – – – – – – – – – – – – ($)
PENSION VALUE – – – – – – – – – – – – – – – ($) (6)
COMPENSATION 121,235 ALL OTHER – – – – – – – – – – – – – – ($)
(7) 1,341,296 117,000 117,000 123,500 119,500 119,500 126,000 120,250 119,500 155,750 80,000 98,500 62,865 57,897 TOTAL – ($)
29 Cascades Management Proxy Circular 30 Cascades Management Proxy Circular 3.8.6 AWARDS PLAN INCENTIVE -OUTSTANDING SHARE-BASED AWARDS 3.8.5 AWARDS PLAN INCENTIVE -VALUE YEAR THE DURING EARNED VESTED OR (3) (2) (1) December 31, 2020. at as distributed or paid awardsnot share-based vested of Director,value each the for forth, sets table following The (3) (2) (1) non-equity incentive 2020. planduringFiscal the awardsand share-based and options-based all of vesting on value the Director each forforth sets followingtable The Alain Lemaire Alain Lemaire Sylvie Lemaire Sylvie Vachon Georges Kobrynsky Louis Garneau Sylvie Lemaire Sylvie Vachon Louis Garneau Laurence Sellyn Georges Kobrynsky Laurence Sellyn Mario Plourde Élise Pelletier Elif Lévesque Patrick Lemaire Hubert T. Lacroix Nelson Gentiletti Mélanie Dunn Martin Couture Michelle Cormier Nelson Gentiletti Mélanie Dunn Martin Couture Michelle Cormier Hubert T. Lacroix Élise Pelletier Elif Lévesque Patrick Lemaire Mario Plourde NAME NAME
($14.55). 2020 31, Circular. December the of on 24 (TSX) page on Exchange Awards Stock Awards. Toronto Share-Based the and Share-Based on and awards Shares awards Common the Option-Based of Option-Based price Outstanding closing 3.3.1 Outstanding the for Table on see below table Calculated Plourde, the see Mario Mr. For Lemaire, Alain Mr. For For Mr. Mario Plourde, see Table 3.3.2 Incentive Plan Awards- value vested or earned during the year on page 25 of the Circular. the on of 25 page respectively on year the Employees Key during and earned or Executives for vested Plan value Unit Awards- Share Plan Deferred Incentive and 3.3.2 Plan Table Unit been see Share had Plourde, options Mario Performance the Mr. if For value headings the to estimated refer the Lemaire, represents Alain Mr. For amount the Lemaire, Alain Mr. For ended year financial the during date. vested vesting which such units on share price the of exercise value the the and ($14.55) Corporation, 2020 the 31, of December employees on not (TSX) directors all Exchange For Stock Circular. the Toronto of the 22 on and 20 Shares pages Common the of price closing dates. grant the at value the represents 2020 31, December (1) (3) AWARDS THAT HAVE NOT VESTED OPTIONS-BASED AWARDS VALUE NUMBER OFSHARE-BASED VESTED DURINGTHEYEAR 84,554 ($) (# – – – – – – – – – – – – – – – – – – – – – – – – – – – – –
)
(1)
the between difference the namely, date, vesting the on exercised SHARE-BASED AWARDS VALUE MARKET ORPAYOUT VALUE OF SHARE-BASED AWARDS THAT VESTED DURINGTHEYEAR HAVE NOT VESTED 113,319 130,145 120,982 119,961 117,461 218,217 43,702 91,700 34,590 81,519 87,146 59,662 48,977 80,461 ($) ($ – – – – – – – – – – – – – – – – )
(2)
VESTED SHARE-BASED AWARDS MARKET ORPAYOUT VALUE OF NON-EQUITY INCENTIVEPLAN NOT PAID ORDISTRIBUTED COMPEN DURING THEYEAR SATION 1,133,736 139,360 709,240 148,919 136,886 100,235 453,698 210,640 408,622 577,388 946,376 609,121 —PAYOUT ($ ($) – – – – – – – – – – – – – – – – – – ) )
(2) (3)
(3) (2) (1) Outstanding Option-Based awards and Share-Based Awards Alain Lemaire NAME
Common the of price closing the and options the of price exercise $14.55. the namely between difference the to equal is options money the in unexercised of value The on (TSX) Exchange Stock Toronto the on Shares Circular. the of 20 page on Plan Incentive Long-term heading the to Refer date. exercise option the at Shares Common the of value 2020, 31, December on (TSX) are PSUs Exchange The Stock 2022. and Toronto 2021 the on Fiscal of Shares end the at Common the of targets price ROCE of closing the by achievement the on multiplied held based is to DSUs entitled be represents This may Lemaire Mr. which PSUs of Number on vested had it if as payout minimum the on based is disclosed amount The multiplier. applicable the on depending payouts different to subject Circular. the of 20 page on Plan Incentive Long-term heading the to Refer 2020. 31, December UNEXERCISED UNDERLYING 114,005 SECURITIES NUMBER OF 256,502 174,441 (NUMBER) 17,630 74,608 74,608 19,549 18,886 53,590 98,033 31,863 OPTIONS OPTION-BASED AWARDS EXERCISE 14.28 12.39 13.95 11.97 OPTION 7.66 4.46 6.10 5.18 6.26 9.75 PRICE ($ ) June 27, 2021 Aug. 18, 2029 the on depend will exercise, upon realized any, if gain, actual Any $14.55. namely 2020, 31, December May 31, 2030 May 31, 2028 May 31, 2026 May 31, 2025 May 31, 2022 Dec. 17, 2027 June 5, 2024 June 2, 2023 EXPIRATION OPTION DATE IN-THE-MONEY UNEXERCISED 1,446,116 2,588,105 1,068,227 1,068,227 514,049 257,232 828,379 10,578 40,794 50,436 VALUE OF OPTIONS 8,603 ($ )
(1)
SHARE-BASED NOT VESTED NUMBER OF THAT HAVE (NUMBER) 29,384 32,581 AWARDS – – – – – – – –
(2) SHARE-BASED AWARDS May 31,2022 May 31,2021 VESTING DATE – – – – – – – –
AWARDS THAT HAVE MARKET ORPAYOUT SHARE-BASED NOT VESTED 474,054 427,537 VALUE OF – – – – – – – – ($ )
MARKET ORPAYOUT AWARDS NOT PAID VALUE OFVESTED OR DISTRIBUTED SHARE-BASED 562,823
– – – – – – – – – ($ ) (3)
31 Cascades Management Proxy Circular 32 Cascades Management Proxy Circular 4.3 4.2 4.1 these rights. In 2018, Cascades adopted its Commitment on Human Rights in an effort toaccentuate the importance of protectingand promoting identifying market opportunitiesand reducing risks. values, its share that companies with working as such goals, various meet to Corporation the enables and suppliers towardits Cascades’ specifies expectations non-governmental general it principles, with out environmentalsetting organizations. Besides with the organizations it does business with. A Sustainable Procurement Practice was established in 2013 through a collaboration Corporationbeenthe implementinghas allowingtomechanisms it dictate own becomeits marketandterms the more familiaron Responsible companies are more likely to innovate, and Cascades has introduced a new way of working with its suppliers. Since 2012, Responsible procurement operations and eco-designed products. procurement,sustainable responsible chain: valueCascades’ of stage every at playinto comestrategies responsibility Social Cascades’ and ethics diversity practices are setoutinAppendix BoftheCircular. benchmarks suchasthose oftheSustainability Accounting Standards Board (SASB) and theCarbonDisclosure Project (CDP). market of number a on based results its discloses also investors,Cascades and customers among interestgrowing with pace everywebsitepublic our yearmade are(cascades.com/en/sustainable-development).on plans action the of results The To keep takes place withtheHealth and Safety, Environment and SustainableDevelopment CommitteeoftheBoard ofDirectors. plans to the Cascades management committee and the results are put into context by the various stakeholders. The same process quarter,Each Vice-President,the AffairsPublic Communications, Development and Sustainable reports progress the on action of set increasingly boldinitiatives forcing employees to surpass themselves inorder to meet the objectives. a three-year period, covered a broad range of key performance indicators. In the two plans that have followed, the Corporation has Sustainable Development Plan (SDP) came about as a result of an extensive consultation with stakeholders. This plan, which spanned leadership role regarding sustainable development by transforming action into quantifiable objectives. In 2010, the company’s its firstincreased correspondingly has Cascades 2019. in (FSI) Initiative Sustainability Montréal’sand FinanceFinancerecognized by wasstrategy disclosure Its 1966. since platforms its on data ESG posting transparency,been of has interestsCascades the In meetsthat aptly theneeds ofthe various stakeholders. environmentalkeyimpact considerations strategy,business its in overboundaries pushing yearsthe structurea maintaining and wasteusing rawbut as materialwasinnovative brand an byresourceits making time.built preservationCascades the at ideaand From its beginnings in 1964, Cascades has been a pioneer in social responsibility. Today, companies work toward a circular economy, Environmental, social and governance (“ESG”) factors practices. Thisinformation issetoutinSchedule Bto theCircular. of the Canadian Securities Administrators, the Corporation is required to disclose information relating to its corporate governance 58-201,Policy Corporation’sNational the Undercorporate governanceof practices.disclosure anddevelopment, update, the for responsible is Committee Nominating Governance and Corporate The mandate. and functions its Corporation’sdefines The Charter Board The Board of the Corporation considers good corporate governance to be important to the effective operationsof the Corporation. made by theCorporation oritssubsidiaries and divisions. As at December 31, 2020, there were no outstanding loans to any senior officer, Director or any nominee as Director of the Corporation affect theCorporation, any ofitssubsidiaries oraffiliated companies. of the last completed financial year of the Corporation or in any proposed transaction that has materially affected or will materially beginning the since transaction any in person such any of affiliate associateor any or Corporation the of Director as election for Management is not aware of any material interest of any Director or officer of the Corporation, any proposed management nominee Section 4 Other Information
Corporate Governance Corporate Indebtness of Directors and Executive Officers Interest of Insiders and Other Persons in Material Transactions Corporate Governance Guidelines Governance Corporate
and National Instrument 58-101,Instrument National and Disclosure of Corporate Governance Practices Governance Corporate of Disclosure
4.4 an understanding ofinternal controls and procedures for financial reporting. Corporation’sthe financial statements or experience activelymore or persons one and supervising activities such in engaged (d) byraised expectedbe tobe reasonably can that generallythosecomparable toare that accountingissues complexitylevelof of accounting principles, such of application general the assess to ability the statements, (b) financial its prepareto Corporation the by used principles education and experience of each member of the Committee that provides him or her with (a) an understanding of the accounting the Canadian Securities Administrators National Instrument 52-110 and are financiallyliterate. The followingdescribes the relevant inScheduleC out set is Committee to theCircular. the All members Committee the of are independent asdefined insection 1.4of Finance and Audit the of Charter The Vachon. Sylvie Ms. and Lévesque Elif Ms. Gentiletti, (Chair),Mr.MartinMr.Couture, Nelson Cormier Michelle Ms. independent namely Directors, five of composed is “Committee”) (the Committee Finance and Audit The Members its of Experience and Education Committee, Finance and Audit the of Composition educating and raising awareness, inthiscase by targeting aspecific audience: the consumers of tomorrow. of goal same the share which Fitz-Back, Monique Fondation the awarenessandprogram) gas greenhouse its (and FA COOP the sector, to raise public awareness about greener everyday practices. We have also established partnerships with EcoSchools Canada, In 2016, Cascades signed a new partnership agreement with the David Suzuki Foundation, a key player in the sustainable development have alsobeen ableto count onthegenerosity ofouremployees for anumberofyears. a differencein people’slives. BeyondCascades’ contribution,organizations suchas Centraide and the FondationCharles-Bruneau Deeply involved in the communities in which it is present, Cascades contributes to hundreds of causes and organizations that make impact an with Partnerships market needs and observe trends inrecovery, paper, packagingand responsible consumption. to attention payteams These customersexpressed.have our needs the to response in commercialsuccessesnext the develop the Corporation’s desire to reduce its impact, but also that of its customers. The marketing and innovation teams work together to developedmanufacturedproductsinternallyreflect and The Cascades’ways things. of doing one of is approacheco-design The Eco-designed products by transporting goods. number of years now, logistics teams have been implementing innovative practices that reduce greenhousea forgas production;beyond emissions goes caused impact minimizing of goal The environmentalfootprint. its reducedramatically to Corporation the importance on the environment. The decision to focus on recoveredrelative its rather of than mindful virgin is fibre,all above thus and adopting aissues circularthe aware process,of society,is on enables Cascades impact its about cares that manufacturer a As Sustainable operations Sylvie Vachon Martin Couture Elif Lévesque Nelson Gentiletti Michelle Cormier NAME OFCOMMITTEE MEMBER
Information on the Audit and Finance Committee (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and AT Inc. Mr. Gentiletti currently serves on the board of directors and audit committee of Sportscene Group. financial statements.From 1997 to 2009, she was Vice-President,Administration andHuman Resources financing, she hasin-depth knowledgeof financial and publicmarkets inCanada and the UnitedStates. the chairoftheirauditcommittees. for the federal agency, where she was responsible for financial services, immovables, procurement,immovables, services, financial for responsible was agency, she federalwhere the for Since 2014, Ms. Cormier, CPA, CA, has been acting as an Operating Partner for Wynnchurch Capital (Canada) She is the Chief Financial Officer of Nomad Royalty Company Ltd since April 2020. Ms. Lévesque is a Lévesque is Ms. 2020. April Royalty since Company Ltd Nomad of Officer Financial Chief the is She information technology, continuous improvement and human resources. She is the chair of the Board Corporation’s the reviewing of course the in raised be to expected be reasonably can that issues is both financiallyand operationally literate and understandsthe breadthand complexityof accounting experience on a global basis having served as Chief Financial Officerof TranscontinentalInc. and Transat can that issues accounting of complexity and breadth the understands he experienceoperational of Directors ofHardware RichelieuLtd. Mr. Gentiletti is a CPA and recently retired as Chief Operating and Chief Financial Officer of Loop of Officer Financial Chief and Operating Chief as retired recently and CPA a is Mr.Gentiletti reasonably be expected to be raised in the course of reviewing the Corporation’s financial statements. Mr. Couture is Chief Executive Officerof Sanimax Inc. Combining strongleadership skillswith extensive Ms. CormiersitsontheBoard ofDirectors ofUni-SelectInc. and ChampionIron Ore Ltd. Ms. Ms. Vachon, who recently retired as President and Chief Executive Officerof the Montreal PortAuthority, Ms. Lévesque, CPA, CGA, possesses a vast experience in financial management through the Lévesque,vast the Ms. experience managementvarious financial CPA, through a in possessesCGA, Industries, Inc., a technology company listed on the NASDAQ. He has broad financing and accounting Inc. A senior-level executive with experience in financial management, strategic consultingand corporate member of the board of directorsboardof memberthe Ventures of Mining G of TerraGold Corp.of and Resource Corp.is and exchanges.Yorkstock New Toronto and the on traded publicly companies in held has she positions RELEVANT EXPERIENCEAND EDUCATION
33 Cascades Management Proxy Circular 34 Cascades Management Proxy Circular 4.8 4.7 4.6 4.5 KINGSEY FALLS, QUÉBEC, MARCH 15,2021 AND CORPORATE SECRETARY CHIEF OFSTRATEGY, LEGAL AFFAIRS thereof to theShareholders. sending the and Circular ProxyManagement this contentsof the approvedhas Corporation the of Directors of Board The Kingsey Falls (Québec) J0A 1B0 404 Marie-Victorin Blvd. P.0. Box 30 Corporate Secretariat Cascades Inc. address: followingthe CorporationbyCorporateat charge,toshareholders,the obtained the requestwithout Secretary be of upon financial statements, management’s discussion and analysis, Annual Information Form, and Management Proxy Circular may Corporation is available at www.sedar.com. A copy of the Corporation’s most recent consolidated the to financialrelating information statements, Additional 2020. 31, December interim ended year fiscal the for analysis management’sand discussion Corporation’sand statements the financial comparative in provided is Corporation the concerning information Financial must bereceived by theCorporation by December 15,2021,the latest. at Proposals for any mattersthat persons entitled to voteat the nextannual shareholders’ meetingwish to raiseat said meeting form ofproxy willvote thesame inaccordance withtheirjudgmentsuch matters. of enclosed the in named persons the that intended is it Meeting, the before come properly matters other any If Meeting. of The Management and the Board are not aware of any matters to come before the Meeting other than as set forth in the Notice or by email [email protected] Robert F. Hall
Additional Information Additional Director Approval Director Proposals Shareholder Other Business
operations and eco-designed products. responsibility strategies come into play at every stage of the Corporation’s value chain: responsible procurement, sustainable over the years and maintaining a structure that aptly meets the needs of the various stakeholders. In concrete terms, social strategy,boundaries business pushing its in considerations key impact environmental and preservationresource making bybrand its built responsibility.Corporation social The in pioneer a been has Corporation the 1964, in beginnings its From CORPORATION’STHE TO MÉDAC’S RESPONSE PROPOSAL (1) to exist. In the end, we should bear in mind that for a growing number of investors, corporations without social utility lose their reason expression through thegovernance ofaninstitution. tangible a finds it that important is it tagline, marketing a remain solely not and reality a become to purpose a such For • • specifically, this committee should have the following mission: board committee mandated with the coordination of all the actions supporting the realization of the chosen purpose. More variousno citeddefinition above.corporate is the the there wouldreveal meet addition, notthat reports In purposedoes a of reading the years, the throughout regard this in initiatives several good takenhave corporations of number a Although is the corporation’s DNA. It does not have economic meaning, but rather depends on vision and sense.” According to Jean-Dominique Senard, President of Renault, “The purpose of a corporation allows to join past and present; it purpose corporation a The of refers to way the intends it to play role a society in economic sole its of outside activity. shareholders. Without social value, corporations lose theirreason to exist. and community the suppliers, customers, employees, operations: its affected by be can which stakeholders all include published a statement providing that the purpose of a corporation cannot be limited to the sole pursuit of profits and should In August 2019, the Business Roundtable, an association whose members are large American businesses’ executive officers, MÉDAC’S ITS PROPOSAL OF INSUPPORT ARGUMENT resources and stakeholders relations. and initiatives putinplace to realize thisnew strategic vision,especially withregards to health, environment, human of the Board’s committees has in its mandate to ensure the oversight of the deployment of the policies, commitments It isproposed thattheBoard ofDirectors and management state Cascades Inc.’s purpose asacorporation and thatone MÉDAC’S WORDING Proposal A-1: Corporate Purpose and Commitment and A-3 at theMeetingfor thereasons setforth below. A-2proposals voteon a hold to not agreed was it Corporation, the andMÉDAC the between discussions Following The Board ofDirectors response, including itsvoting recommendation, follows proposal A-1. the Corporation onthedate itsubmitteditsproposals. version of the Circular. MÉDAC has been a shareholder of the Corporation since February 13, 2014 and held 235 Common Shares of Frenchproposalswere in MÉDACsubmitted the translatedby and English this into of Corporation purposes English the the by for The Meeting. the at considerationfor Corporation, the of Shares Common of holder a 1X3, H2X Québec West,Montréal, Street Sherbrooke (“MÉDAC”), 82, actionnaires des défense de et Mouvement d’éducation the by submitted werebelow proposals The activity through theinvolvement ofitsstakeholders.” corporationthe contributionthat to towishes bring key social, societal, environmental areaeconomicalits and in of issues • To inform shareholders onthe various issuesraised by itsactivities. • Schedule A Shareholder Proposals by Cascades aspartofitsstrategic vision,especially withregards to health, environment and humanresources; Todeploymentregardsplacetopolicies,commitmentsthe with preparein board initiativesthe inform put andthe andof published by Cascades; Toreview accountabilitythe non-financial and control non-financial the informationsystems of key the results as as well to theboard; To communicate with the various stakeholders on the progression towards these objectives and report on these discussions https://www.lesechos.fr/idees-debats/ 2018, 8, June Échos, Les », motivation la nourrissent pourquoi le et sens Le « Senard: Jean-Dominique leadership-management/jean-dominique-senard-le-sens-et-le-pourquoi-nourrissent-la-motivation-1245605
(1) In the end, it is “the 35 Cascades Management Proxy Circular 36 Cascades Management Proxy Circular MÉDAC’s proposal. For thereasons hereinabove mentioned, theBoard and management recommend thatshareholders vote AGAINST complies withtheterms ofthisproposal by MÉDAC. Itwould neither be necessary norto useful thisproposal. adopt operate sustainably and in the best interests of our stakeholders, the Corporation is of the opinion that it already substantially Development Committee and our Corporate Governance and Nominating Committee and our long-standing commitment to Sustainable Safety,andand EnvironmentHealth our of responsibilities and rolesCorporation’s the the mission, of light In effectiveness oftheboard’s relationship withmanagement. and quality the evaluating as well as Corporation, the to applicable practices and governanceprinciplesdeveloping and reviewing for responsibility overall the has Committee Nominating GovernanceandCorporate the Furthermore,change. the Corporation on matters relating to the occupational health and safety, environment, sustainable development and climate reviewing and making recommendations and reports to the Board relating to policies, standards, practices and programs of for responsible DevelopmentCommittee, Safety,Sustainable and and EnvironmentHealth a established has Board The communities and theplanet by providing innovative sustainableand that create solutions value. havestatesclearlywe that which strive mission, toalreadyour improveexpressed in purpose our well-beingpeople,the of we since corporatepurpose statementof a adopting by further formalizethis to useful be would it that believe not Wedo believes thattheimplementation shallensure oftheseguidelines, theeffective Meeting. conduct thevirtual of Circular.Management this of Guide Meeting Virtual - K Schedule in and Meeting the at and Voting Attending 1.7 Section in byor telephone.function chat the Informationregardingattendance, be found can Meeting the participation at and voting using online questions their ask to able be will Meeting virtual haveregisteredthe forwho Shareholders question. a ask to As is normally the case, the question period will be held at the end of the Meeting and will be open to all shareholders who wish in-person meeting, They will have the time necessary to read their proposals as well as presenting the accompany arguments. telephone. This will allow them to have the same amount of time to present their proposals as they would have had during an Shareholders who submitted shareholder proposals to the Corporation will have the opportunity to present their proposals by team believe thatasuitablesolutionhasbeen found to maximize shareholder engagement. Therefore, by allowing shareholders to engage either online or over the telephone, the Board of Directors and the management seeks to maximize shareholder involvement in the Meeting by making use of the available electronic tools to hold the Meeting. our shareholders, employees and other stakeholders, and to abide by the Government of Québec’s directive, the Corporation the COVID-19 pandemic has forced the Corporation to hold its Meeting virtually in order to mitigate health and safety risks to Although generalmeetings. annual during engageshareholderstoallowing in recognizesimportanceCorporation the The CORPORATION’STHE TO MÉDAC’S RESPONSE PROPOSAL (1) • • participation can take place duringvirtualannualgeneral meetings, including: shareholder which under conditions and terms the detailing policy a adopts directors of board the Wethat recommend fees, thepresence ofwomen onboards and executive positions, proxy access for director nominations, etc. voteadvisory executivethe on board,auditors’ the the of of compensation,disclosurecompensation the and consultants’ chair the of corporationand the presidentof the of roles the separationcorporateof forthe methods governance as such The experience of the last 20 years in shareholder participation and proposals allows us to observe the added value of these reasons, takes the path of shareholder proposals in management information circulars and during annual general meetings. These threats are concerning for shareholder participation which, following a failure to discuss with an issuer or for any other [of the corporations], that is the chair (of the board and therefore of the meeting), CEOs, etc.” the microphone during these virtual meetings. The only individuals speaking during these meetings were the representatives unfortunately did not have a speaking right during these meetings. It was indeed impossible for shareholders to stand up to limited the scope of its participation. In particular, our perception of the 2020 virtual annual general meetings is as which follows:situations problematic “wethrough gone unfortunately has meetings, virtual these during suggestions or comments make to wishing or proposals shareholder making organizations or individuals other manyMÉDAC, like the organizations, the time first by the forweretechnologiesnewoften used awarewell these being that pandemic.While given the meeting Over the past year, banks and many other organizations used new teleconference technologies to hold their annual general MÉDAC’S ITS PROPOSAL OF INSUPPORT ARGUMENT annual general meetings can beheld. It isproposed thattheBoard ofDirectors adoptsapolicy detailingtheterms and conditions under whichvirtual MÉDAC’S WORDING Proposal A-2: Meetings Virtual and Shareholders’ rights cannot defend them in-person and therefore incase they buildadditionalsupport present theirproposals again. they as proposalslong-term successtheir the of on havegeneral reducedcanimpact annual presencemeetingsan the at • real-time interaction between shareholders meeting; and thechairof • possibility to askspontaneous questionsfollowing management’s interventions; • electronic visualoftheshareholders duringtheirinterventions aswellthe executive asof officers; management’s answers available onthecorporation’s online website and onSEDAR withinten (10)daysthe meeting. of for aduration atleast equivalent to thetime needed to read proposals; these in the event that certain questions asked by shareholders cannot be answered during the annual general meeting, making verbal presentation of the shareholder proposals by the individuals or the organizations presenting these proposals these presentingorganizations the or individuals the by proposals shareholder the of presentation verbal https://medac.qc.ca/1798/
(1) For small shareholders, this
37 Cascades Management Proxy Circular 38 Cascades Management Proxy Circular to theindependence furtheraffirm ofthe consultant asofnext year. shall allow the Corporation to complete ongoing files with the current consultant while implementing an additional measure measureconsultant’s second the This of fees. majority represent the shall remunerationmatters for Board the grantedby mandates the that ensuring while Committee the by retained consultant the by Corporation the to provided services any pre-approve shall Committee the 2022, of as (ii) and retained;have beenservices whose consultantcompensation the of accordancepracticeswith already employed periodically shall reviewindependence Committee byCommittee, the the the of the independence of the compensation consultant. The Charter of the Committee shall be amended to provide that: (i) in compensation of senior management are made entirely independently, the Board is prepared to further reinforce the notion Although the Board of Directors believes that the measures already in place are sufficient to guaranteethat decisions respecting external consultants when needed, asprovided intheirrespective Charters. way may other They hire noCommittee exerciserespect. also that the in and discretion Boardthereby their boundthe and executive of establishment However, the compensation. in data market in consider does is Committee Committee The the reflecting market data. studies compensation basis a regular on Committee the provide They Committee. to the accountableto primarily are they As for the compensation consultant, its mandate stems jointly from the Human Resources Committee and Management, and establishment ofexecutive compensation follows arigorous process thatensures independencedecisions. of Circular,the the in CompensationExecutive Statementon the in described as addition, In executivecompensation. in experiencedirect has them of each and independent, all are Committee Resources Human the of membersFirstly, the CORPORATION’STHE TO MÉDAC’S RESPONSE PROPOSAL reassure shareholders as to the independence of the experts who advise on the compensation policy for senior executives. the audit contract and the other contracts which could be awarded to management experts. This formal independence would This division of contracts between two expert firms followsthe same principlewhich leads todividing betweentwo expert firms mandates. of other contracts also offered by management: $ 78,305 in 2019 for executive compensation compared to $ 185,139 for other that can influence the firm to propose salary structures favorable to senior management to ensure the renewalor obtaining a conflict of interest that a firm might have in such a situation. It is permissible to express serious concerns about a practice governancegood Froma perspective, several companies separate twothese contracts ordertoin avoid appearancethe of two contracts duringthelasttwo years: proposal once our we more.filing aresituation, According Circular, the to the company granted the firm following same the the to made been having change No 2018. in 39.74%support and 2017 34.19%in obtained support had proposal a Such MÉDAC’S ITS PROPOSAL OF INSUPPORT ARGUMENT committee. external compensation advisors, a similar written policy on independence that applies to the auditors and the audit It is proposed that the Board of Directors adopt, for the relationship between the compensation committee and the MÉDAC’S WORDING Proposal A-3: Proposal on Independence of Compensation Advisors Total Other Mandates Executive Compensation Mandate MERCER FEES 226,980 246,955 19,975 2018 ($) 91.9 8.1 % 185,139 263,444 78,305 2019 ($) 69.8 30.2 % g) f) e) d) c) b) a) Board1. of Directors Schedule B Statement ofCorporateStatement Governance Practices
Meetings onpage13oftheCircular. meetings held during Fiscal 2020 is set out under the heading 2.2.6 Directors Attendance Record Committee to and Board Board and Committee Directors at attendance by of record A 2020. Fiscal during meetings eleven(11) held Board The recently completed financial year. Disclose the attendance record of each Director for all Board meetings held since the beginning of the issuer’s most whole mightdesignate from time to time. Herrole and responsibilities are inScheduleHto setout theCircular. Independenta Directorsthe as which responsibilities, other Independentassumes Directorsthe and of responsibilities Director.overseesthe Lead She as acts Cormier Michelle independent.Ms. not is Board the of Chair Executive The describe whattheBoard doesto provide leadership for itsindependent Directors. role and responsibilities. IftheBoard hasneither aChairthatisindependent nor alead Director thatisindependent, who is an independent Director, disclose the identity of the independent Chair or lead Director, and describe his or her Disclose whetherornot theChairof Board isan independent Director. IftheBoard hasaChairorlead Director and independent mindset. Theindependent Directors met five (5)times duringFiscal 2020. are invited to participate in meet together for a special meeting of the Independent Directors once a year. Ms. Sylvie Lemaire and Mr. Patrick Lemaire and meeting, Board scheduled each followingmanagement, of presence the without meetindependentDirectors The discussion among itsindependent Directors. the independent Directors donot holdsuchmeetings, describewhattheBoard doesto facilitate open and candid issuer’sthe of mostrecentlybeginning completed sincethe financial held year. meetings of number If the disclose meetings, such independent Directors hold the attendance. If in not are management of members Directorsand Disclose whetherornot theindependent Directors holdregularly scheduledmeetings atwhichnon-Independent heading 2.2.1 Board Nominees commencing onpage7oftheCircular. under out set is equivalent) the (or companies public other with directorships hold who Directors the on Information a foreign jurisdiction,identify boththeDirector and theotherissuer. If aDirector ispresently aDirector ofany otherissuerthatisareporting issuer(or theequivalent) inajurisdictionor 2021, thenominees proposed by theCorporation are elected,the 12Directors of 8 willbeindependent. 6, May on Meeting the following independent.If were 2020 of end the at Board the on served that Directors 13 the of 9 what the Board of Directors does to facilitate the exercise ofindependent judgment in carrying outitsresponsibilities. Disclose whetherornot amajority ofDirectors are independent. Ifamajority ofDirectors are not independent, describe to beconsidered non-independent asaresult oftheirfamily ties. The Board of Directors has determined in its discretion, that it is preferable that Sylvie Lemaire and Patrick Lemaire continue Mario Plourde is aDirector and theChiefExecutive Corporation; ofthe Officer Alain Lemaire isaDirector and Executive ChairoftheBoard Corporation; ofthe Disclose theidentity ofDirectors whoare not independent, and describethebasisfor thatdetermination. Nelson Gentiletti, Ms. Sylvie Pelletier,Vachon, Ms.Élise Cormier, Ms.Michelle Dunn and Ms.Mélanie Ms.ElifLévesque. T.Couture,Hubert Martin Garneau,and LacroixLouis Messrs. are 2020 of end the at Board the on servedDirectors that annually.independentcompletedquestionnaire The a waybyof nominees the Directorsor the byprovided information with the exercise of a Director’s independent judgment. To determine if a nominee is independent, the Board reviews the the Corporation. A “materialrelationship” is onecould, that in the view of the Board, be reasonably expected to interfere with material relationship indirect or direct no has she or he “independent” if Director is A committees. audit respecting 52-110 Regulation of 1.4 section “independence” in of provided definition the torefers which governancepractices examined the independence of each Director within the meaning of Regulation 58-101 respecting disclosure of corporate The Corporate Governance and Nominating Committee (the “Committee”) and the Board of Directors (the “Board”) have Disclose theidentity ofDirectors whoare independent. in camera in
sessions and meetings of the independent Directors as they value their perspective
39 Cascades Management Proxy Circular 40 Cascades Management Proxy Circular b) a) Orientation4. and Continuing Education b) a) 3. Position Descriptions which issetoutinScheduleDto theCircular. executiveof part teamimportant an divisions, the of succession adoptedBoardhas The Charter,planning. a text full the of providesalso an opportunity for Board the to meet and socialize an informal on basiswithmembersthe senior of leadership well as the Corporation’s progress on operational and financial targets and the Corporation’s principal priorities. The meeting eachyearheld Boardmanagementandthe which at comprehensivehold strategicthe on discussions as budgets and plan meeting, strategicBoard’s annual the is process this to Essential Corporation’spriorities. the approvesplan strategicand and affairs.One of the Board’s key mandatesis to overseethe Corporation’s objectives and goals.The Boardannually reviews The Board is responsible for the stewardship of the Corporation and overseeing the management of the Corporation’s business Board delineates itsrole and responsibilities. the how mandate, describe written a have not does Board the Board’s mandate. If written the of textthe Disclose Mandate Board 2.
responsibilities current and governance trends. practices. The Directors benefit from access to publications and events to further enhance their knowledge of Director’s professional certification as well as an access to timely information on current and emerging governance issues and best and education director quality providing directors by effectiveness of the promotes ICD association. member-based not-for-profit a (“ICD”), Directors Corporate of Institute the of Chapter Québec the in membership a from benefit also on regulatory and industry requirements and standards that may affect their role and responsibilities. The Board members From time to time, the Corporation offers Board members the opportunity to attend presentations to keep them informed necessary to meet theirobligationsasDirectors. not provide continuing education, describe how the Board ensures that its Directors maintain the skill and knowledge Briefly describe what measures, if any, the board takes to provide continuing education for Directors. If the board does Corporation’s meet installationsand withmanagement ofsame. the of tours guided from Directors benefit new program, this of course the development. In business specific a on or units business on presentations periodic givenCorporation’s are the and operationsdiscuss to management senior of Committees. Directors meet with the Executive Chair of the Board, the President and Chief Executiveits Officerand andBoard members the Corporation, the on information and material pertinent contains Manual periodically. The updated is challenges understand Director accessto the faced Corporation. Director’sbetter Each has and the a by to that Manual the education program is to afford each new Director the opportunity to become familiar with the Corporation’s activities implementedBoardhas The orientationprograman educationand for new members objectivemain Board. The the of of i) the role of the Board, its committees and its Directors, and ii) the nature and operation of the issuer’s business. Briefly describewhat measures theBoard takes to orient new Directors regarding: His responsibilities are setoutinScheduleFto theCircular. management of the Corporation’s activities as well as its subsidiaries and divisions in order to attain the identified objectives.oversees the He Board’sdecisions. the of execution the for and objectives Corporation’soperational the and strategic The Mandate of the Chief Executive Officeroutlines his role and responsibilities as follows: he is responsible for implementing responsibilities oftheCEO. and role the delineates Board the how describe briefly description, position a such developed not haveCEO and Board the CEO. If the for description position written a developedhaveCEO and Board the not or whether Disclose adopted awritten position description for theChairs ofBoard Committees which is set in out Schedule G tothe Circular. also has Board Circular. The the to E Schedule in out set are responsibilities whose Chair Executive the for description Upon recommendation of the Corporate Governance and Nominating Committee,the Board hasadopted a written position Board Committee, brieflydescribe how theBoard delineates the role and responsibilitiesof eachsuch position. Board Committee. If the Board has not developed written position descriptions for the Chair and/or the Chair of each Disclose whether or not the Board has developed written position descriptions for the Chair and the Chair of each b) a) Nomination6. of Directors c) b) a) 5. Ethical Business Conduct
6 a) above. CorporateThe Governance Committee’sand Nominating mandate includes this responsibility. See providedresponse in Disclose whetherornot theBoard hasanominating Committee composed entirely ofindependent Directors. and business experience. the Committee and the Board have two main objectives: to form an effectively functioning Board with a diversity of views recommends to the Board a list of candidates for election to the Board. When considering the Board’s size and composition, Committee evaluates the composition and size of the Board, examines the areas of expertise of the Board members and The Board. the to election for nominees Board, the recommend and to identify to responsibility the has Committee The her insight, contributions, understanding of the Corporation and independent mindset outweigh any other consideration. that determined and Committee Lemaire’s the Ms. analyzed on presence Committee the of independentmembers The non-independent Director. Ms. Sylvie Lemaire serves on the Committeedespite the fact sheis a non-independentDirector. Governance “Committee”), (the Committee is three which Nominating of composed andindependent Directors one and Together with the Executive Chair of the Board and the Lead Director, this responsibility has been assigned to the Corporate Describe theprocess by whichtheBoard identifies new candidates for Board nomination. compliance withtheCodeorquestionsrelating to auditing,accounting matters and ethical issues. Line and secured web-based service allowing employees to report anonymously and confidentiallyany concernsTelephone regarding Ethics an place in put also has Corporation The regard. Corporation’sthis the in and expectations Code the contentspolicy.employeesthe media of programsocialtrainingall foron implementedonline Corporationa andan The in the workplace, a majority voting policy, a shareholder engagement policy, an anti-fraud policy, an anti-corruption policy harassmentpolicytrading,on treatmenta insider policy the complaints,on policya Information,on of a disclosureof on The Corporation has developed and implemented, and the Board has approved, various corporate policies including a policy Describe any othersteps theBoard takes to encourage and promote aculture ofethical business conduct. has amaterial interest. Directors and ensure that no Director will vote nor participate in a discussion on a matter in respect of which such Director interest by of conflicts of disclosure the monitor Board the and Committee Nominating CorporateGovernanceand The and agreements inrespect ofwhichaDirector orexecutive officerhasamaterial interest. Describe any steps theBoard takes to ensure Directors exercise independent judgment inconsidering transactions material changereport hasbeen filed. Officer.Executive Accordingly, or Director no a favourof in Code the towaiver anygranted not has Board the 2020, In secured web-based service, thenature ofthecomplaints, thetreatment and follow-upsame. of applicable, a quarterly report on the number of complaints received through the Corporation’s Ethics Telephone if Line and with, Committee Finance and Audit the providesManagement conduct. business ethical of culture encouragesa The Board and the Audit and Finance Committee regularly monitor compliance withthe Code and ensurethat management operates its activities. The Code is available on www.sedar.com and on the Corporation’s website at www.cascades.com. behaviour in all relationships with each other, customers, suppliers, partners, and the communities where the Corporation and again in 2017. The Code is meant to provide Directors, officers and employees with general guidelines for acceptable 2009 in revised was which 2004, in “Code”) (the Conduct Business and Ethics of Code a adopted first Corporation The (iii) (ii) (i) Board hasadopted awritten code: Disclose whetherornot theBoard hasadopted awritten code for theDirectors, officers, and employees. Ifthe any conduct ofaDirector, orexecutive officerthat constitutes adeparture from the code. provide across-reference to any material changereport filedduringthelastfinancial year thatpertains to explain whetherand how theBoard satisfiesitself regarding compliance withits code; and disclose how theBoard monitors compliance withitscode, oriftheBoard doesnot monitor compliance, disclose how aperson orcompany may obtainacopy ofthecode;
41 Cascades Management Proxy Circular 42 Cascades Management Proxy Circular charter, and, if required makes recommendations to the Corporate Governance and Nominating Committeeand tothe Board. and safety. The Committee met four (4) times during Fiscal 2020. The Committee assesses once a year, the adequacy of its and standards imposed by legislation and regulations pertaining to both the environmental concerns and occupational health and climate change. The Committee monitors the Corporation’s performance in accordance with applicable industry norms programs of the Corporation on matters relating tothe occupational healthand safety, environment, sustainabledevelopment responsible for reviewing and making recommendations and reports to the Board relating to policies, standards, practices and Safety,and Health a established has Board The DevelopmentEnvironmentSustainable “Committee”),and (the Committee identify thecommittees and describetheirfunction. If the Board has standing committees other than the audit and finance, compensation and nominating committees, Other8. Board Committees c) b) a) 7. Compensation c)
Performance Share Planand Unit Deferred Share UnitPlanfor Executives and Key Employees. performance share units and deferred share units to persons eligible in accordance with the Corporation’s Stock Option Plan, It reviews and makes recommendations to the Board on the granting and terms and conditions of exercise of stock options, recommendationsits submits to Boardthe appointment the on ExecutiveChief the of senior and other Officer executives. professional development plans. The Chair of the Committee provides updates to the Board in this regard. The Committee also Tissue Group. Throughout the year, the Committee receives regular updates from management on succession planning and and Group Products SpecialtyGroup, Packaging Containerboard namely divisions, three its of teamsmanagement senior development and succession planning for members of the senior management team of the Issuer as well as members professional training, of recruitment, the to relating Corporation the by place in put reviews practices Committee Officer. The Board submits to the Committee his assessment and recommendation on compensation for the President and Chief Executive the Corporation’sof the Chair Executivepolicy.accordancewith compensation the in Furthermore, all recommendations, compensationpayable to members seniorof management, intotaking account Presidentthe ExecutiveandChief Officer’s annual the to respect with Board the recommendations to makes reviews and Committee adequacy.The their ensure to reviewed periodically are plan work and Charter the authority. Both of scope and duties mandate, its out sets plan work Committee’s and Charter The activities. its on Board the to reports and quarter each once least at meets Committee The committee. If the Board has a compensation committee, describe the responsibilities, powers, and operation of the compensation of outsideconsultants, specialized incompensation to it inperforming assist itsmandate. services the retain independent Committee may Directors. (5) five The of composed is Committee Resources Human The the Board takes to ensure anobjective process for determining suchcompensation. steps independent what Directors, of describe entirely composed committee compensation havea not does Board Disclose whether or not the Board has a compensation committee composed entirely of independent Directors. If the making recommendations to theBoard inrespectand ofcompensation for seniorreviewing executives oftheCorporation. includes responsibility whose Committee Resources Human a established has Board The Describe theprocess by whichtheBoard determines thecompensation for theissuer’s officers. out anannualassessment oftheBoard asawhole, itscommittees, theChairs theCommittees of and eachDirector. implements changes when necessary. This past year, together with the Executive Chair, the Chair of the Committee carried DirectorLeadand the from evaluationself-evaluationinput the annual with processquestionnaireandof adequacy the regulators and emerging best practices and their implications for the Corporation. On a yearly basis, the Committee reviews updates on changing laws, rules and regulations in Canada, corporate governance initiatives taken by Canadian securities regular management with considered and received plan, work Committee’s and Charter the approvedreviewedand duties effectivelyand efficiently andcan exercise independent judgment incarrying outits responsibilities. The Committee its fulfill can Board the ensuretothat responsibilities and duties of delineation clearCEO providetoDirectoranda Lead Chair, Executive the for descriptions position developed Committee The years. recent in Committee the of focus key a governance in accordance with its mandate and work plan: succession planning and composition for the Board has been the past few years, undertook the Committee several initiatives as part ofits commitment to best practices in corporate Directors.of five camera in held meetings. an (5) Committee holds session. the At it each2020, meeting, regular In Over contribution and performance the as well as committees its and Board the effectivenessof the of assessment annual of new Directors, reviews candidates for directorships, and submits its recommendations to the Board. It coordinates the Corporation’sthe disclosureof practices relative to corporate governance. Committee coordinatesThe the recruitment The Corporate Governance and Nominating Committee (the “Committee”) is responsible for the elaboration, update, and committee. nominating the of operation b) a) 11. sufficient time to fulfill their responsibilities,prior to recommending Directors for re-election for another term. availabilityand Boarddevoteto Directors’the to includingcontributions criteria, past selection nominee Board apply Chair for such Director to continue to serve as a member of the Board or of a Board Committee. The Committee and the Executive directorsthey that theythat or on sit have been askedto so asto join allow theBoard to determine whetheritisappropriate Board or of a Board committee.Directors are also expected to providethe ExecutiveChair with theinformation as of memberto all a Director’s boardsas of such continuance of appropriateness the decide to opportunity the havewould Board the Furthermore, Directors are expected to inform the Executive Chair of any major change in their principal occupation so that tenured Directors withnewer additions.Thispolicy came into effect onMay 7, 2015. newof perspectives.introductionwellCorporation as as the Consequently, long- balanceof a seekstoBoard maintain the extend a Director’s term for such period as the Committee deems appropriate. The Board values history and experience with forDirectors Mayelectedon 7, years.25 be has completewill Committee discretion 2015 The to recommend Board the that or her seventy-second birthday or after twenty (20) years of service on the Board, provided however that the maximum term determined by the Board, in its discretion, be nominated for re-election at the annual meeting of shareholders following his policy on the mandatory retirement age for Directors (save for Alain Lemaire) whereby a Director would not, unless otherwise succession planning at the Board level in Fiscal 2015. Upon recommendation by the Committee in 2014, the Board adopted a The Corporate Governance and Nominating Committee (the“Committee”) considered additional initiativesto further enhance issuer hasnot adopted director term limitsorothermechanisms ofboard renewal, disclose whyithas not done so. renewal and, ifso, include adescriptionofthose director term limitsorothermechanisms ofboard renewal. Ifthe Disclose whether or not the issuer has adopted term limits for the directors onitsboard or other mechanisms ofboard 10. possess a mix of expertise, skills and attributes that can best advance and oversee the strategy and direction of the Corporation. The Corporate Governance and Nominating Committee and the Board are satisfied that the Board is composed of Directors who to provide any comments they may have in this regard in the course of individual interviews with the Executive Chair of the Board. Although the self-evaluation questionnaire does not formally address the question of peer evaluation, the Directors are encouraged the full Board. The highlights of the results are discussed in detail by all members of the Board at a separate meeting for that purpose. members of the Corporate Governance and Nominating Committee as well as to the Executive Chair ofthe Board and subsequently to individual interviews with the Executive Chair of the Board. The results are assembled and a report is provided to the Lead Director, the eachyearDirectors,of the toof all LeadDirector, the including ExecutivePresidentthe Executivethe Chief andand Chair Officer, and November in sent and basis annual an on revised is self-evaluation that questionnaire a both through effectiveness measured The is The assessment of the effectiveness of the Board and its Committees is a matter for the Corporate Governance and Nominating Committee. its committees, and itsindividual Directors are performing effectively. Board, the that itself satisfies Board the how conducted,describe regularly not are assessments If assessments. the for used process the describe conducted, regularly are assessments If contribution. effectiveness and their respect to with Directors assessed individual and regularly committees, are its Board, the not or whether Disclose 9. Assessments
a component ofany director search. The Committee also periodically reviews Board recruitment and selection protocols to ensure that gender diversity remains that women are included in theshortlistofcandidates beingconsidered for aBoard position. seek to include women in any director search. It considers the level of representation of women on the Board and ensures persons to serve on the Board, the Committee strives for the inclusion of women and develops recruitment protocols that qualified for searching of process the In composition. Board its in paritytowards gender aspires Corporation The Board. the diversityperspectiveon the of to contributing experienceplayin relevantandcan appropriateand skills womenwith that role important the acknowledges also Corporation the time, same the At Board. the on vacancies any fill to person The Board makes director nomination decisions based on merit and fairness and remains committed to selecting the best (iv) whetherand, ifso, how theboard oritsnominating committee measures theeffectiveness ofthe policy. (iii) annualand cumulative progress by theissuerinachieving theobjectives ofthepolicy, and (ii) themeasures taken to ensure thatthepolicy hasbeen effectively implemented, (i) ashortsummary ofitsobjectives and key provisions, If anissuerhasadopted apolicy referred to in(a), disclose thefollowing inrespect ofthepolicy: are well represented ontheBoard inkeeping withtheaforementioned Policy Regarding Diversity ontheBoard. women that ensuring to committed fully is Board The Board. the on seats the of womenrepresenting50% are nominees current (12) twelve the of (6) six as year this attained be shall aspiration such and policy the under composition Board aspires Corporation towards its the in parity that gender noted be to is It Board. well-functioning a of attribute important an diversityis gender that belief the on based Board the Diversityon Regarding Policy a adopted Corporation the 2020, knowledge.In experienceand background, skills, of balance a on based merit, on candidatesconsiders and Board the to The Corporate Governance and Nominating Committee (the “Committee”) is responsible for nominating Director nominees directors. Iftheissuerhasnot adopted suchapolicy, disclose whyithasnot done so. Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women Policies Regarding the Representation of Women on the Board Director Term Limits and Other Mechanisms of Board Renewal
43 Cascades Management Proxy Circular 44 Cascades Management Proxy Circular b) a) 15. c) b) a) by theissuerofwomen ontheissuer’s board orinexecutive positions officer oftheissuer by aspecific date. For purposes of this Item, means a “target” a number or percentage, or a range of numbers or percentages, adopted 14. female candidates where possible, thus seeking to increase the level of representation of women in executive officer positions. for senior-level positions and ensuring that recruitment mandates and job opportunities, both internal and external, attract advance and succeed. The Practice introduces measures such as recognizing talented women and encouraging them to apply supported in an inclusive environment, where they are recognized on the basis of their individual merit, and where they can “Practice”)(the reinforceswhich commitment the toproviding fair, a workplacerespectful and womenwhereequitable are religious beliefs or family or economic status. In addition, the Corporation adopted a Practice on the representation of women gender,ethnicity, of orientation, regardless sexual opportunities career and environmentwork equitable an provide to In 2019, the Corporation adopted a Policy on workplace diversity and inclusion which establishes the Corporation’s commitment attention to issues relating to diversity. management succession planning and opportunities, the Human Resources Committee has a practice of paying very close senior executiveand of review its In pride. and enrichmentvalue, added of source a it make to diversityand prioritize and integrate to continue to commitment a made has and all to development opportunities equal offers Corporation The for not doingso. of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons representation level of the consider not does issuer the executive If appointments. making officer whenpositions Disclose whether or not and, if so, how the issuer considers the level of representation of women in executive officer 13. See response provided in paragraph 11b) above. election orre-election to theboard, disclose theissuer’s reasons for not doingso. does not consider the level of representation of women on the board inidentifying and nominating candidates for women ontheboard inidentifying and nominating candidates for electionorre-election to theboard. Iftheissuer Disclose whether or not and, if so, how the board or nominating committee considers the level of representation of 12.
Group, Specialty Products Group and Tissue Group, 48% oreleventwenty-three (11)of (23)members are women. Packaging Containerboard the Corporation’snamely the divisions, threeof teamsmanagement senior the of members Under applicable criteria and definition, 7.7% or one (1) of thirteen (13) executive officers are women. With respect to the subsidiaries oftheissuer, whoare women. Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major members willbewomen. twelveboard the (12) of (6) six or 50% elected,areCorporation by proposedthe 2021,nominees May6, the on Meeting werefollowingwomen.2020 the If of end the at Board the on servedmembersboard that thirteen(13) of (6) six or 46% Disclose thenumber and proportion (inpercentage terms) ofdirectors ontheissuer’s board whoare women. represented 46%ofthenominees in2019and 33%ofthenominees in2018. six (6) of the twelve (12) current nominees are women representing 50% of the seats on the Board. In comparison, women The Corporation aspires towards gender parity in its Board composition and such aspiration shall be attained this year as (ii) (i) If theissuerhasadopted atarget referred to ineither(a) or(b), disclose: No target hasbeen identified. See response provided inparagraph 13above. the issuerhasnot adopted atarget, disclose whyithasnot done so. Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If The Corporation aspires towards gender parity initsBoard composition. adopted atarget, disclose whyithasnot done so. Disclose whethertheissuerhasadopted atarget regarding women ontheissuer’s board. Iftheissuerhasnot on the Board and in the Executive Officer Positions Issuer’s Targets Regarding the Representation of Women in Executive Officer Appointments Consideration Given to the Representation of Women Identification and SelectionProcess Consideration of the Representation of Women in the Director Number of Women on the Board and in Executive Officer Positions the annualand cumulative progress oftheissuerinachieving thetarget. the target, and 1. Purpose 1. Committee’s deliberations. the of minutes keep will and Committee the of meetings all for secretary be will Secretary as designated person the or Corporation the of Secretary Assistant or Secretary the and Chairman as members its of one appoint will Committee The accounting orrelated financial management expertise, asdetermined by theBoard. Each Committee member must be financially literate in accordance with applicable laws and at least one member must have applicable securitiesregulatory authorities. lawsthe of governing Corporation,the stockapplicable the exchanges Corporation’sthe which on are securities listed and shareholders meeting. Each member of the Committee shall satisfy the applicable independence and experience requirements annual the following meeting first its at or resolution by Committee, Nominating Governanceand the of recommendation the on Board, the by appointed as Directors, independent three of minimum a of composed be shall Committee The 3. auditor, theinternal auditor and management oftheCorporation. In performing their duties, the members of the Committee must have open and free discussions with the Board, the independent auditing procedures. management’sauditing annually and effectivenessassessmentthe of internal of control over financial other and reporting The independent auditor is responsible for planning and carrying out audits of the Corporation’s annual financial statements internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies as well as of theCorporation’s financial statements and for theeffectiveness internal of control over financial reporting. regularly to the Board. Management of the Corporation is responsible for the preparation, the presentation and the integrity activities its report to as well as oversee Board toCorporation’s the is the of function behalf on process financial reporting its recognize that Committee the of members charter, the this in described Committee the of duties the out carrying In 2. • • • • • • • • in fulfillingits oversight responsibilities with respect to the following issues: and responsibilities delegated by the Board of Directors (“the Board”). The main duty of the Committee is to assist the Board The purpose of this charter is to describe the role of the Audit and Finance Committee (the “Committee”) as well as its duties Schedule C Charter oftheAudit and FinanceCommittee fulfill any other responsibilities assigned to itfrom time to time by theBoard. the Corporation’s compliance regulatory withlegaland requirements relating to theCorporation’s financial statements; internal and auditfunction process; independent auditor’s qualifications, independence and performance; systems ofinternal accounting and financial controls; accounting and financial reporting process; the enterprise riskmanagement process; the quality and integrity oftheCorporation’s financial statements;
Composition and Organization Division of Responsibilities Responsibilities of Division
45 Cascades Management Proxy Circular 46 Cascades Management Proxy Circular 5. Duties and Responsibilities • • • • • • 5.2 • • • • • • • • • 5.1 In additionto, theabove-mentioned address responsibilities, shall the theCommittee following questions: the Corporation, itssubsidiaries. itsdivisionsand relevant and accounts books of the examine shall Committee the responsibilities, its meet to and duties its out carrying In Board approval. retain, as it deems necessary, counsel and other external consultants and to to authority set the and including pay duties, their remuneration, its out without carry further to appropriate authority the and resources the have shall Committee The auditor inorder to seekexplanations orinformation onspecific questions. times all have at shall Committee The free and open access management,to theinternalto auditor and theindependentto make recommendations concerning allmatters deemed necessary appropriate. or The Chairman of the Committee shall reportquarterly and when required tothe Boardon the Committee’s activities and shall members oftheCommitteewithina reasonable timeframe prior to the meetings. the to distributed are documentation supporting and auditor. agenda internal The the and Secretary Officer,Financial the The Chairman of the Committee determines the agenda for each meeting in consultation with the Vice-President and Chief members oftheCommittee. meet at the place and in accordance with the terms prescribed by its rules. A quorum shall not be less than a majority of the shall and Board) the from guidelines specific any to procedures (subject and rules own its establish shall Committee The discussions withtheinternal auditor, management independent and withthe auditor, asrequired. management.mandateits of virtue By to foster open separately also relations,meet shall Committee the and in camera for the committee waive it, the committee shall hold an in camera session at each of its meetings in the absence of members of The Committee shall meet at least four times a year, or more frequently if circumstances so dictate. Unless the members of 4. could alter theCorporation’s financial ororganizational structure, including off-balance sheet items; reviews significant capital costsand other major expenditures, related partytransactions and any other transactions which examines therelevance ofany form offinancing; structure, and target leverage ratio, and makingrecommendations to theBoard for approval thereon; overalldebt programs, buyback share policies, dividend including plans, Corporation’s allocation the reviewing capital and managingkey risks; identifying of process the as well Corporation’s as the controls internal effectiveness of evaluatesoverall of system the reviews insurance coverage for theCorporation may as annuallyand be appropriate; otherwise controls and procedures and systems ofinternal control; Corporation’s the disclosure effectivenessof and adequacy the management’sreceives assessing report periodically management’s response oractionplanrelated to any Management issued Letter by theindependent auditor. and audit, problems the performancesignificant anyencountered of the and external in audit, the reviews of results the the Committee; reviewed documents the by in thereof disclosure the appropriateness of the and results operating or situation financial reviews important litigation and any regulatory or accounting initiatives that could have a material effect on the Corporation’s verifies the compliance ofmanagement certification offinancial withapplicable reports legislation; Reporting Standards («IFRS»)onthefinancial statements; Financial International with conformity in methods alternative of effects the of analysis statements, including financial auditor, setting forth significant financial reporting issues and judgments made in connectionwith the preparation of the reviews financial analysis and other written communications prepared by management, the internal auditor or the independent accounting principles and policies, the underlying assumptions and reporting practices, and any proposed changes thereto; quality,Corporation’smanagementthe independentthe reviewsand auditor the of appropriatenessdisclosure with and reports thatincludeaudited orunaudited financial information submitted approval for theBoard; by reviews the financial information contained in prospectuses, offering memoranda, the annual information form andother of the fiscal year and related press releases prior to public disclosure and filing with the Securities Regulatory Authorities; reviews the unaudited interim financial statements, including management’s discussion and analysis for each interim period Authorities; auditor’s report on the annual audited financial statements prior to public disclosure and filing with the Securities Regulatory including the information contained in management’s discussion and analysis, related press releases and the independent Corporation, the statements of financial audited annual the independentauditor the and managementreviews with management, theindependent auditor and theinternal auditor; reviews the quality and integrity of the Corporation’s accounting and financial reporting system through discussions with Meetings and Resources RISK MANAGEMENT INTERNAL AND CONTROL FINANCIAL REPORTING Approved by the Board of Directors on November 11, 2020. 2020. 11, November on Directors of Board the by Approved • 5.5 • • • • • • 5.4 • • • • • • • • 5.3 • • • • • • once ayear, theadequacy of itsmandate and, ifrequired, makes recommendations to theBoard. prepares and reviews with the Board, an annual performance evaluation of the Committee and its members and assesses of theindependent auditor; employeesand partners former employees or and partnersCorporation’s of the forhiring approvespolicies reviews and or services thatmay impactthequality oftheauditservices,their objectivity or and independence; Corporation and confirmingtheir independence, and holdingdiscussions with the independent auditor as toany relationship reviews at least once a year the independent auditor’s report stating all relationships the independent auditor has with the between management and theindependent auditor thatcould have animpactonthefinancial statements; independentthe auditor,and Corporationbetween unresolvedthe disagreementdifferencesany opinion or including of have been discussed with management, the ramification of their use as well as iii) any other material written communications including:i) all critical accounting policies and practices used ; ii) any alternative treatments of financial information that discusses with the independent auditor the quality and not just the acceptability of the Corporation’s accounting principles, services provided, incompliance withapplicable legal andregulatory requirements; advance,non-audit in approves and determines and auditorindependent the byprovided services audit all approves ensures that as representatives of the shareholders, the independent auditor reports to the Committee and to the Board; independence; performance and qualifications, approval),their shareholderto evaluatesassesses compensates andsubject themand appropriate,independentremovalif cases,the their and,auditor both of appointment (in the recommendsBoard, the to opinion ordisputes. differencesof unresolved anyauditor,independent and the with interaction of degree the management, from received undertakes private discussions with the internal auditor to establish internal audit independence, the level of co-operation annually reviews and approves theinternal auditplan; annually assesses,together withmanagement, theobjectives and performancethe head of internal of audit; approves theremuneration ofthehead ofinternal recommendation audit,onthe management;of regularly assessestheinternal auditfunction’s performance, and budget; its responsibilities, its itsstaffing approves theappointment and termination oftheCompany’s headinternal of audit; reviews withmanagement, theinternal and auditstaffqualifications experience; ensures thatthehead ofinternal reporting audithasafunctional relationship withtheAuditCommittee; reviews any significant taxissueswithmanagement. interest rates and any otherrisks where theCorporation enters into derivatives contracts; enteredinto by management ordertoin addressrisksassociated foreignwith exchange fluctuations, commodity prices, derivativescontracts and activity hedging Corporation’sparametersregarding the approvesand reviewspoliciesand management, theCorporation’s antifraud program and practices; senior and Corporation the of auditorindependent the and auditors internal the Board, the reviews with periodically employee concerns regarding accounting orauditingmatters; including matters, auditing or controlsaccounting internal accounting, ethics, regarding Corporation the byreceived while ensuring confidentiality and anonymity, establishes procedures for the receipt, retention and treatment of complaints regulatory requirements relating to thefinancial statements; assists the Board in carrying out its responsibility for ensuring that the Corporation is compliant with applicable legal and performance oftheretirement plans; and structureinvestment management,the the as well as retirementplans the of funding the to as inquires periodically PERFORMANCE EVALUATION COMMITTEE THE OF AUDITORINDEPENDENT INTERNAL AUDIT FUNCTION 47 Cascades Management Proxy Circular 48 Cascades Management Proxy Circular 2. Composition 2. 1. Statement1. of Policy the Corporation, oruponthe electionofasuccessor. to a fill vacancy next the of Director The until each office meeting. annual of term shall expire the at of meeting annual next The Directors are elected individually by the shareholders at every annual meeting except where the Board appoints a Director 2.6 DIRECTORS OF TERM the Chair be a non-independent Director, the Board shall also appoint a Lead Director from among the independent Directors. Corporation’sthe appointed)toamongfrom be is Vice-Chair oneand (if Chair its appoint shall Board The Directors. Should BOARD THE OF CHAIRMAN 2.5 • • • • • • • Board members are expected to possess thefollowing characteristics and traits: 2.4 CRITERIA BOARD FOR MEMBERSHIP securities laws and regulations. A majority of the Board shall be composed of Directors who are independent as such term is defined according to applicable 2.3 INDEPENDENCE selected candidates. candidates for Directors. It establishes the specific skills required of candidates, reviews nominations and recommends the CorporateThe Governance determines size Committee the whether change new BoardNominating or recruit andto the of MEMBERS SELECTION OF 2.2 candidates for nomination andelectionby theshareholders. of choice final the approvesBoard The Directors. as nomination for candidates Board the torecommends reviews and the need for recruitment and the expected skill set of new candidates. The Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee of the Board maintains an overview of the desired size of the Board, articles oftheCorporation. provided limits bythe within Board,the toby the Directorstimetimefrom of resolutionof established number be The must 2.1 its viability, withdueregard for theinterests ofallitsshareholders and stakeholders. other tooverseeis managementandCorporationto preserveenhanceandits toand the is Board the responsibilityof prime The Senior management isresponsible for theday-to-day operationsthe Corporation. of accordance with the obligations imposed by the management of the business and affairs of the Corporation pursuant to the powers vested in its articles and by-laws,and in the Corporation’s supervise the byto shareholders elected is “Corporation”) (the Inc. Cascades of Directors of Board The Schedule D Charter oftheBoard of Directors review the materials provided by management inadvance Board ofthe and Committee meetings. make allreasonable efforts to attend allBoard and Committee meetings; Committee; each of and Board the of deliberation the in participation effective and activefacilitate to issues and questions raise provide independent judgment onabroad range ofissues; that areasonably prudent person would exercise incomparable circumstances; devote sufficienttime tothe affairs of theCorporation and exercisecare, diligence and skill in fulfillingtheir responsibilities act honestly and ingoodfaith withaview to thebestintereststhe Corporation;of possess relevant career experience to provide oversight and advice; NUMBER OF DIRECTORS OF NUMBER Business Corporations Act Corporations Business
(Québec) (BCAQ) and other applicable legislation. 3. 4. d) d) c) b) d) c) b) a) AppointthePresident and Chief Executive and other Officer members senior of management; 4.4 redemption orany form ofacquisitionshares, themanagement proxy circular and theannualinformation form. Approve financial prospectuses, the mode and manner of issuance of securities, the declaration of dividends, the purchase, e) d) c) b) a) 4.2 and monitor theimplementation and execution planby ofthebusiness management. business, the of risks and opportunities the things, other among account, into take frameworkstrategicwhich a and plan Adopt a strategic planning process, participate in the process and approve or review on at least an annual basis, a business 4.1 responsibilities: As part of its stewardship responsibility, the Board advises management on significant business issues and has the following consultation withtheLead Director. in Committee, Nominating Governance Corporate and the and Committee Resources Human the fromrecommendation The members oftheBoard receive compensation for theirservices thattheBoard may establishfrom time to time, upon 4.3 f) e) Periodically review thisCharter to ensure thatitreflects the theboard of responsibilities in stewardship;terms of a) 4.5 Adoptand periodicallyreview theCorporation’s communicationspolicy related to investors andin general. thepublic management’s discussionand analysisandpress releases related thereto; Approve the Corporation’s quarterly and annual financial statements together with the accompanying notes, as well as well as notes, accompanying the with statements together financial annual Corporation’sand the Approvequarterly Identify in conjunction with management, the principal risks facing the Corporation and overseeing, directly or through or overseeing,directly and Corporation the facing risks principal the management, with conjunction in Identify management of appropriate systems to manage the principal risks associated with the commercial activities of the Corporation; delegation to the Audit and Finance Committee, to whom the Board has delegated this responsibility, the implementation by President and ChiefExecutive Officer to evaluate theothermembers senior of management; Evaluate the performance of the President and Chief Executive Officer and ensure that processes are put in place by the Approve annual operating and capital expenditure budgets, as well as any significant transactions outside the normal the outside transactions significant any as well as budgets, expenditure capital and operating annual Approve integrity and accountability throughout theCorporation; of culture a promote to working are means, other by and conduct business and ethics of code a of implementation the course (including theacceptance ofbusiness, ofassets including acquisitionsordispositions debt); of Take steps to ensure that the President and Chief Executive Officerand the other membersof senior management,through corporate governance issuesincluding principles and guidelines inthisarea; Corporation’sreview, the and Committee, MonitorGovernance Nominating appropriate,the and throughas approach to Take steps to evaluate the structures and processes in place that enable the Board to function independently of management; and management information systems are adequate; Resources Committee; Human the through ExecutiveOfficer Chief and President recommendationthe bya topursuantmanagement senior of Approvecompensationthe andemployment conditions President the of and ExecutiveChief and Officer other members In conjunction with the Audit and Finance Committee, obtain reasonable assurance that the Corporation’s internal controls See to the implementation of a program of orientation and training for Board members in order to ensure that new Directors related to business informal activitiesand meetings withmemberssenior of management; Corporation are continuously updated through a program of visits to business units, reports and presentations on topics the of Directors the of understanding and knowledge the that ensure and orientation and training adequatereceive senior management. Take steps to ensure that a process is in place for the recruitment, training, development, retention and succession of of succession and development,retentiontraining, recruitment, the for place in is process a that ensureTake tosteps course ofbusiness, including forms offinancing; Approve annual operating and capital expenditure budgets, as well as any significant transactions outside the normal the outside transactions significant any as well as budgets, expenditurecapital and operating Approveannual
GOVERNANCE Duties and Responsibilities of the Board Compensation HUMAN RESOURCESHUMAN SUCCESSION PLANNING AND FINANCIAL ISSUES, RISK MANAGEMENT INTERNAL AND CONTROLS STRATEGIC PROCESS PLANNING SECURITIES DIVIDENDS AND 49 Cascades Management Proxy Circular 50 Cascades Management Proxy Circular Amended and approved by the Board of Directors on February 28, 2018. 28, February on Directors of Board the by approved and Amended with theapproval oftheCorporate Governance Committee. and Nominating Directors may use the services of independent counsel or other experts, as it deems appropriate at the Corporation’s expense Advisors 8. Secretariat orby email [email protected]. Shareholders and other stakeholders may communicate with the Board or with individual Directors by contacting the Corporate 7. Communication with the Board committee. own written mandate. The Board is responsible for supervising the execution of the responsibilities it has delegated to each its has committee Each specific topics. address Board to the by established be sub-committees may or committees Other Safety, Environment and SustainableDevelopment Committee. and Health the and Committee Resources Human the Committee, Nominating Corporate Governance and the Committee, Finance and Audit the responsibilities: its discharging in it assist to committees following the established has Board The The recommendations oftheBoard committees are subject to Board approval. The Board may delegate some of its powers to its committees, to the extent permitted by the laws governing the Corporation. Board6. Committees discuss issues. openly toDirectors allow tomanagement of absence the in meetings its of each at session camera in an holds Board The the Board members inadvance ofeach meeting. documentsdeemedrelevantother Informationand agendaitemscommunicatedareunderstandingthe the to the on of to the members oftheBoard together withtheminutes ofprevious meetings. LeadagendaDirectorthe consultationthe in with appropriate and members seniorof management transmittedis which to The Board meets quarterly and holds additional meetings as needed to discuss specificissues. The ExecutiveChair establishes 5. Board Meetings sustainable development and climate changeissues. safety,and environmental,health to relating practicesCorporation’s review,and the appropriate,and policies as Monitor j) i) h) EstablishBoard committees and define theirmandatesassist theBoard to its infulfilling role and responsibilities; g) Approve thelistofnominees for electionto theBoard byshareholders the and fill vacancies; f) Monitor thesize and composition oftheBoard to promote effective decision making; 4.6 HEALTH SAFETY, AND SUSTAINABLE AND ENVIRONMENT DEVELOPMENT and participation inthemeetingsofBoard and itscommittees; presence their toregard in including subject, are they which toexpectations Directorsand responsibilitiesthe Establish Establish and maintain a formal process to regularly assess the effectiveness of the Board, the Executive Chair of the Board, each committee, thechairof each Directors.committee and individual The current Chair of the Board referred to as the Executive Chair of the Board, also has an executive role with corresponding The Chair of the Board’s principal responsibilities are to supervise and oversee the Board and assist it in discharging its discharging in it assist and Board overseethe and supervise to are Board’sresponsibilities principalthe of Chair The Board the of Chair of functions the person same the to entrust to not policy a as has “Board”) Directors(the of Board The Mandate oftheExecutive Chair following responsibilities, namely: the has Board the of Chair The management. independently of and manner effective an in responsibilities and functions Schedule E duties whichmay bedescribedasfollows: and Executive Chief Officer. oftheBoard IftheChair is not independent, the independent Directors a appoint Lead Director. • • • • • • • • • • • • • • • of theBoard ofDirectors to strategic planning initiatives whichare under thedirection theChiefExecutive of Officer. facilitate Board assessment and hisperformance assessment and theimplementationimprovements; of ensure thatanappropriate setofdocuments isprovided to each Director inatimely manner to prior themeeting; committee meetings withouttheright to vote (save for those whichheisacommittees of member); supervise the Board committees’ work and, in this regard, the Chair of the Board may attend as a participant all Board act asamentor to theCorporation’s senior executive team; ensure thatrecently elected orappointed Directors benefit from an orientation and education program. oversee theapplicationofgoodcorporate governance; assist inrepresenting theCorporation, asrequired, to externalgroups; act asliaisonbetween theBoard and management; participates in the decision and implementation of new or different strategic initiatives and generally generally contributes and different strategic initiatives or new of implementation and decision the in participates provide advice onhighvalue-at-stake operational andtechnical issues;and provide supportto theChiefExecutive and theauthority Officer hisposition of assuch; provide suitabledirectives to theBoard members to assistthem indischarging responsibilities; their and participate inthepreparation oftheagenda for each Board meeting; preside atmeetings oftheBoard and annualand specialShareholders; meetingsof provide leadership to enhance Board effectiveness;
51 Cascades Management Proxy Circular 52 Cascades Management Proxy Circular The ChiefExecutive hasthe Officer following responsibilities: Executive Officer Mandate oftheChief Schedule F Inc.’s (the“Corporation”) strategic and operational objectives and for theexecutionthe Board’s of decisions. c) a) With respect to strategic planning to strategic a) respect With Reporting to the Executive Chair of the Board of Directors, the Chief Executive Officer is responsible for implementing Cascades Responsibilities b) With respect to the operations of the Corporation the of operations to the b) respect With • • • • • • • • • • • Assume ultimate accountability for the execution of the Corporation’s strategy and policies and, if applicable, for applicable, if and, Corporation’spolicies the and strategyof execution the foraccountability ultimate Assume With the advice and counsel of seniormanagement,counselof adviceandWith formulate, the recommendand long-termstrategya Boardto the the identified objectives; that willpromote shareholder value; their communication to theCorporation’s senior management aswell asto theCorporation’s external partners; With respect to corporate governance matters governance to corporate respect With Submit to the Board annual business plans and budgets that support the Corporation’s strategy and, when approved Serve as the Corporation’s key spokesperson, as required, to external interested parties such as shareholders and Identify and manage the risks and business opportunities presented to the Corporation in the course of its business Oversee the management of the Corporation’s activities as well as its subsidiaries and divisions in order to attain to order in divisions and subsidiaries its as Corporation’swell the as of managementactivities the Oversee Collaborate with the Executive Chair of the Board and the Corporatethe agendasBoardCollaborateandBoard and Executiveestablishing Secretarythe the in of with Chair all desired information basisaswell onatimely asaccess to management; and, as required, with the Executive Chair of the Board and other Board members in order to ensure that they receive operations oftheCorporation and issuesfacing ofitssubsidiaries andofmajor them; overallbusiness the of informed kept are members its as well as Board the of Chair Executive the that ensuring activities; other security holders, thebusiness community, themedia and governmental authorities; Foster acorporate culture basedontheCorporation’s values and promote acultureethical of conduct; reflect the Corporation’s the reflect investors and financial enable situation understand Corporation’s to the and business to Ensure that the Corporation has an accounting system in place capable of producing financial statements that fairly Maintain effective channels of communication with the Executive Chair and the Board as a whole and meet periodically Human Resources Committee. the with consultation in management senior of assessmentperformance and compensation hiring, the Monitor by theBoard, implement suchbusiness planswithintheparameterssuch budgets. of make investment decisions accordingly.
Description oftheResponsibilities 1.2 • • • • • committee the Managing • • • effectiveness committee to enhance leadership Provide The principal responsibilities ofthechairs ofthecommittees include the following: all reasonable measures to ensure thatthecommittee fully executes itsmandate. Committee chair is responsible for the management and the effective performance of hisor her committee. He or she takes Each committee oftheBoard ofDirectors (the“Board”) is chaired by an independent Director (the “Committee Chair”). The 1.1 supervises theperformance assessment ofeachchair and Committee reports to theBoard onsuchassessment. Director, Lead the annually and Executive Chair the with Committee, together Nominating CorporateGovernanceand The Schedule G of theChairsCommittees of theBoard ofDirectors
ROLE PERFORMANCE ASSESSMENT take all reasonable steps to ensure that a process is in place for the assessment on a regular basis of the effectiveness oversee thecommittee’s fulldischarge ofits responsibilities. adequate time for seriousin-depth under discussionofthebusiness consideration; provides and discussions facilitates meetings committee of conduct the that ensurestepsto reasonable all take adopt procedures allowing thecommittee to conduct its effectivelywork efficiently; and set theagenda for each committee meeting in cooperation withtheSecretary AssistantSecretary; or the committee; chair committee meetings and report to the Board following each committee meeting on any issues considered by of thecommittee and the contribution of each ofits members. information) are adequate to support itswork; take all reasonable steps to ensure that the resources available to the committee (in particular, timely and relevant to achieve this; take all reasonable steps to ensure that the committee works as a cohesive group and provide the leadership essential
53 Cascades Management Proxy Circular 54 Cascades Management Proxy Circular Mandate oftheLeadDirector to theBoard. The Corporate Governance and Nominating Committee annually oversees the assessment of the Lead Director and reports Performance Assessment • Performing asmay suchotherfunctions bereasonably requested by theBoardthe Board. of theChair or • • the of meaning the within The Lead Director is appointed by the Board of Directors of the Corporation (the “Board”). The Lead Director must be independent • • Approving theproposed agendas for themeetings hechairs; • oftheindependent• Chairingallthemeetings Directors; independently and (ii)carries outitsdutiesinthisregard effectively. Lead The Director is responsible for: totake reasonableall measures to ensure Boardthe that has structures(i) and procedures inplace toenable ittofunction • Servingasan • Servingasamember oftheCorporate Governance andCommittee; Nominating • • Schedule H In collaboration with the Chair of the Corporate Governance and Nominating Committee and the Executive Chair of the of Chair Executive the and Committee Nominating GovernanceandCorporate the of Chair the with collaboration In Taking reasonable measures to ensure that the meetings of the independent Directors are conducted in such a manner a such in conductedindependentDirectorsare the of meetings the that ensuretoTaking measures reasonable in discussionsrelating to anagenda item and donot participate inthevote; Chairing the meetings of the Board where the non-independent members are in a conflict of interest or do not participate Serving asChairmanoftheBoard, attheExecutive Chair’s request when heisunavailable for ameetingthe Board; of Board, participates intheannualself-evaluation oftheDirectors ontheirefficiency and contribution; oftheindependentdiscussions heldduringmeetings Directors; Communicating with the Executive Chair of the Board and/or President and Chief Executive Officer as appropriate, on the to issuesnot readily Board; oreasily ofthefull discussed atmeetings independent Directors; to the submitted issues the of discussion and effective review and efficient the for allow and discussion promoteto as Serving as a liaison, when necessary, between the independent Directors and the Executive Chair of the Board with respect ex officio ex member Board; ofallotherCommittees ofthe Securities Act Securities (Québec)thereunder.adoptedregulations Director’s Leadthe The and is rolekey Amendments to theArticles Schedule JoftheCircular amending thearticles ofincorporationthe Corporation.of in Resolution Special approvethe advisable, deemed if and, consider to asked be will shareholders The shareholders. the the accordance with In Corporation. the of incorporation of articles the amend toshareholders, the by Resolution Special the of confirmation to subject resolution, 2021,a adopted15, March on held meeting Accordingly,its Directors,at of Board the matters. to do in connection with ordinary course matters suchas opening bankaccounts, applying for permitsand other compliance amendments. The availability of this bilingual version will expedite any regulatory filings that the CorporationCorporation’s isof often the articles of versionsrequired English and French fully-bilingual provide now will amendments proposed The shares have been eliminated from theproposed amended articles. existence.in arelonger no Given objectivethe clearconcisetoand as articles makeour possible, as referencesall to these Series 1 Shares and the previously issued Cumulative Class “B” Preferred Series 1 Shares have long since been redeemed and provisions which were no longer necessary or appropriate. The previously issued Cumulative Redeemablecertain were Class there“A” that determined Corporation the Corporation, the Preferred of articles current the reviewof its of course the In documents and, inmany cases, intheEnglishlanguage. the articles as the Corporation is often and, with increasing frequency, required to provide certified original copies of these of version language English and French bilingual a of adoption the is changes these of significant most incorporation.The Corporation’s of the articles toamendments approval of shareholder seeking is Corporation the of Board the documents, With the increasing demand for transparency and various regulatory requirements to provide the Corporation’s constituting Schedule I of Incorporation Business Corporations Act Corporations Business (Québec), amendments to the Corporation’s articles of incorporation must be approved(Québec),byCorporation’sbe the incorporationmust amendmentsto of articles
55 Cascades Management Proxy Circular 56 Cascades Management Proxy Circular 1. To amend thearticlesofCorporation inthefollowing manner: BE IT RESOLVED TOADOPT THEFOLLOWING SPECIAL RESOLUTION: May 6,2021 Special ResolutionoftheShareholders oftheCorporation Cascades Inc. 2. Schedule J Special Resolution Relating to the ArticlesofIncorporation • • • • To authorize any director or officer of the Corporation to sign the articles of amendment and any other document relating necessary ordesirable to give effect to this resolution. considered be may as things and acts other such all perform and do as well as Corporation, the of behalf on thereto
containing French theEnglishand versions thereof. amendment of articles the to attached B Schedule / AnnexeB with replacingbyit andprovisions other the to relating Corporation dated the 2019 of 8, of consolidation May articles the bycertificateattached and to repealing2 Schedule description oftheauthorized share capital oftheCorporation; and it with Annexe A / Schedule A attached to the articles of amendment containing the English and French versions of the containing only the English version of the description of the authorized share capital of the Corporation and by replacing 2019 dated Corporation 8, May the of consolidation of articles certificate and the to attached 1 byrepealingSchedule by creating and adoptingabilingualversionthe authorized of ofthedescription share capitalthe Corporation; of Class “B” Preferred Shares Series 1 of the Corporation, none of which are issued and outstanding as of the date hereof; by cancelling the series of Cumulative Redeemable Class “A” Preferred Shares Series 1 and the series of Cumulative of series the and “A”1 Class Series RedeemableShares PreferredCumulative of series the cancelling by Virtual MeetingGuide Schedule K VIRTUAL GUIDE MEETING You2021. 6, May on p.m. 1:00 from platform the into log to able be will form. the in fill and instead “Guest” select guest, a are you If sensitive). (case “cascades2021” password and number control your enter then and “Login” click rights, voting have you If early. in logging by compatible is browser your ensure Firefox. computer. or tablet or Edge YouSafari, Chrome, of version latest the need will type Simply go to to go Simply time. real in votes your cast and questions management and board the ask meeting, the of Youwebcast audio live a view to able be will computer. or tablet smartphone, your using online, attend to opportunity the you giving meeting virtual a conducting be will we year This electronically meeting the Attending this NOTE THATNOTE NOT COMPATIBLE IS EXPLORER INTERNET exact exact https://web.lumiagm.com/410977771 address in your web browser, web your in smartphone, your on either . Y ou must copy must ou - . Please Please . paste or or paste 57 Cascades Management Proxy Circular 58 Cascades Management Proxy Circular NAVIGATION the side automatically once the meeting has started. has meeting the once automatically side the at appear will webcast the computer, a on viewing If icon. broadcast the the watch to like would you If webcast. the watch and questions ask information, company view to able be then will You displayed. be will screen info the authenticated, successfully When Q&A session up until the Chair closes the session. the closes Chair the until up session Q&A the during time any at submitted be can Messages icon messaging the select question, a ask to like would you If platform. LUMI the on directly done be can This writing. in questions submit to eligible is meeting the attending member voting Any SUBMITTING QUESTIONS SUBMITTING webcast , press press , VOTING your vote, press “Cancel” before the ballot closes. ballot the before “Cancel” press vote, your cancel to wish you If closes. ballot the before option voting another select simply vote, your change To received. been has vote your show to appear will message confirmation A screen. on shown options the from direction voting your select simply vote, your cast To screen. your on displayed be will choices voting and resolutions the opened, is ballot a Once language. inappropriate any remove and repetition avoid to order in Chair the to sent being before moderated be will platform LUMI the via sent Questions question. your ask to you invite we until wait Please feed. live the to listen to able be will you which by system the from call automated an receive will You icon. send the tap and box text the in number telephone your type telephone, by question your ask to wish you if Alternatively, ready. is it once button send the Press screen. messaging the of bottom the at box chat the within message your Type For For - Vote received Vote cascades.com
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