EX-99.1 2 d912741dex991.htm EX-99.1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR EX-99.1 Notice of Annual Meeting of Shareholders and Management Proxy Circular
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Exhibit 99.1

LOGO

 

Management Proxy Circular and

Notice of Annual Meeting of Shareholders

June 3, 2020

 

 

 

LOGO

 

 

YOUR VOTE AND PARTICIPATION AS A SHAREHOLDER IS IMPORTANT.

                                 Please read this document and vote.

  

 


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Notice of Annual Meeting of Shareholders of Thomson Reuters Corporation

We are pleased to invite you to attend our 2020 annual meeting of shareholders.

 

  When   Where   

                    

 

Wednesday, June 3, 2020

12:00 p.m. (Eastern Daylight Time)

 

Virtual only meeting – a live audio webcast will be available

at: www.tr.com/agm2020

 

Shareholders attending the meeting should enter their control number or username and the password for the meeting: tri2020 (case sensitive). Guests do not need a control number, username or password to attend the meeting. You can find information about control numbers and usernames in this notice and in the accompanying management proxy circular.

   

A replay of the webcast will be posted on our website after the meeting.

To our Shareholders,

We are pleased to invite you to attend the 2020 Thomson Reuters annual meeting of shareholders on Wednesday, June 3, 2020 at 12:00 p.m. (Eastern Daylight Time).

The health and safety of our communities, shareholders, employees and other stakeholders is our top priority. In light of ongoing developments regarding the coronavirus (COVID-19) pandemic, we are holding the meeting as a virtual only meeting, which will be conducted through a live webcast. Shareholders will have an opportunity to attend, submit questions and vote at the meeting in real time through a web-based platform, regardless of geographic location and share ownership. Shareholders will not be able to attend the meeting in person.

Business of the Meeting

At the meeting, shareholders will be asked to:

1. Receive our consolidated financial statements for the year ended December 31, 2019 and the auditor’s report on those statements;

2. Elect directors;

3. Appoint PricewaterhouseCoopers LLP as the auditor and authorize the directors to fix the auditor’s remuneration;

4. Consider an advisory resolution on executive compensation;

5. Consider the shareholder proposal set forth in the accompanying management proxy circular; and

6. Transact any other business properly brought before the meeting and any adjourned or postponed meeting.

You can read about each of these items in more detail in the accompanying management proxy circular. At the meeting, you will also have an opportunity to hear about our 2019 performance and our plans for Thomson Reuters going forward.

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


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Participating in the Meeting

 

The process for participating in the virtual meeting depends on whether you’re a registered or non-registered shareholder. You can find more information about these terms in the “Voting Information and How to Attend” section of the accompanying management proxy circular.

 

·   

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend the virtual meeting, submit questions and vote in real time, provided they are connected to the Internet and follow the instructions in the accompanying management proxy circular.

 

·   

If you are a non-registered shareholder (or “beneficial owner”) who wishes to attend the virtual meeting, submit questions and vote in real time, you have to appoint yourself as proxyholder first and then also register with our transfer agent, Computershare Trust Company of Canada. If you’re a non-registered shareholder and don’t appoint yourself as proxyholder, you can still attend the virtual meeting as a guest, but you won’t be able to submit questions or vote at the meeting. If you are a non-registered shareholder located in the United States and wish to appoint yourself as a proxyholder in order to attend, participate or vote at the meeting, you MUST also obtain a valid legal proxy from your intermediary and submit it to Computershare Trust Company of Canada.

Please carefully follow the instructions in the “Voting Information and How to Attend” section of the accompanying management proxy circular and on your form of proxy or voting instruction form (VIF).

 

How to Attend the Meeting

STEP ONE: Log in online at: www.tr.com/agm2020

We recommend that you log into the meeting at least 15 minutes before the meeting starts.

STEP TWO: Follow these instructions:

 

  ·   

Duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder): Click “Shareholder”. Enter your username and the password: tri2020 (case sensitive). Proxyholders who have been duly appointed and registered with Computershare Trust Company of Canada as described in the accompanying management proxy circular will receive a username by e-mail from Computershare after the proxy voting deadline has passed.

 

  ·   

Registered shareholders: Click “Shareholder”. Enter your control number as your username and the password: tri2020 (case sensitive). The control number is located on the proxy form or in the e-mail notification you received from Computershare Trust Company of Canada. If you use your control number as a username to log into the meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote by online ballot on the matters put forth at the meeting. If you do not wish to revoke a previously submitted proxy, as the case may be, you should log into the meeting as a “Guest” as described below but you will not be able to submit questions or vote as a shareholder.

 

  ·   

Guests: Click “Guest” and then complete the online form.

If you attend the virtual meeting, it is your responsibility to have Internet connectivity for the duration of the meeting.

Please carefully follow the instructions in the “Voting Information and How to Attend” section of the accompanying management proxy circular.

Record Date

You are entitled to vote at the meeting, and any adjourned or postponed meeting, if you were a holder of our common shares as of 5:00 p.m. (Eastern Daylight Time) on April 7, 2020.

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


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Notice-And-Access

We are using the “notice-and-access” system for the delivery of our proxy materials through our website, www.thomsonreuters.com, similar to last year’s meeting. Shareholders who receive a notice have the ability to access the proxy materials on our website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through our website or to request a paper copy may be found in the notice. Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

Shareholders who have already signed up for electronic delivery of proxy materials will continue to receive them by e-mail.

Voting

Your vote is important. If you’re unable to attend the meeting, please vote by proxy. The proxy form contains instructions on how to complete and send your voting instructions. If you hold your shares through a broker or other intermediary, you should follow the procedures provided by your broker or intermediary.

If you’re a registered shareholder, our transfer agent, Computershare Trust Company of Canada, must receive your proxy or voting instructions no later than 5:00 p.m. (Eastern Daylight Time) on Monday, June 1, 2020, or if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting. If you’re a registered shareholder and have any questions or need assistance voting your shares, please call Computershare Trust Company of Canada, toll-free in Canada and the United States, at 1.800.564.6253.

Non-registered/beneficial shareholders will be subject to earlier voting deadlines as specified in their proxy or voting instructions.

Thank you for your continued support of, and interest in, Thomson Reuters.

Very truly yours,

 

LOGO

   LOGO

David Thomson

Chairman of the Board

  

Steve Hasker

President & Chief Executive Officer

April 17, 2020   

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


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Letter to Shareholders

To our fellow Shareholders,

 

We will be holding this year’s annual meeting of shareholders in a virtual only format due to the coronavirus (also known as COVID-19) pandemic. The meeting will be conducted through a live audio webcast, and you’ll have an opportunity to attend, submit questions and vote at the meeting in real time through a web-based platform. This circular provides information and instructions regarding how to participate in the virtual annual meeting.

As we turn the page to a new chapter at Thomson Reuters, we begin by thanking all our stakeholders for the trust they place in us.

Our customers face unprecedented challenges. Regulatory complexity soars. It is harder than ever to distinguish fact from fake. The accelerating confluence of content and technology continues to disrupt our customers’ working lives, amplified by the worst global health crisis in generations. When news happens, when the world changes, when our customers need us most, we are proud to deliver the trusted answers they need to act with confidence.

Ours is a company that has long prided itself on deep and lasting customer relationships, world-class products and the exceptional talent and dedication of our people. Our leading positions, subscription model and strong balance sheet give us the stability and confidence to look beyond the horizon. It is upon this foundation we look to the future with optimism, prudence and humility.

Progress in 2019

Our progress in 2019 was marked by strong performance across our business. Organic revenues grew 4% along with improvement in our underlying profitability. Approximately 78% of 2019 revenues were recurring, generally under subscription arrangements with customers. And, we generated 88% of revenues electronically, including many through cloud-based offerings. It was the eighth consecutive year that we met or exceeded the performance metrics in our external financial outlook.

This performance was driven by demand for our artificial intelligence (AI) powered solutions, more market opportunities generated from our new customer-oriented organizational structure and greater price realization reflecting our premium offerings and continuously enhanced solutions. New product launches powered by AI helped to further differentiate Thomson Reuters from our competitors. Our products not only provide targeted access to our deep content, but also deliver tools that help our customers efficiently manage their workflow and collaborate with their peers and clients.

Adding to those homegrown achievements, we made four strategic acquisitions, deploying roughly half of the $2 billion investment fund set aside from proceeds from the Financial & Risk transaction (the business now known as Refinitiv). These acquisitions bring new talent, capabilities and customers to complement our existing offerings.

We also created a flatter organization by reducing management layers and empowering decision making closer to our customers. Combined with the separation from Refinitiv mostly behind us, we are now a more effective, efficient and responsive customer-focused organization, better positioned to meet the challenges and opportunities ahead.

Creating long-term value while returning capital to shareholders has been a hallmark of our business. We were pleased to announce an 8 cent annualized increase in our common share dividend this past February, our 27th consecutive year of dividend increases. In 2019, we returned nearly $1.2 billion to our shareholders in the form of dividends and share buybacks. Over the five-year period ended March 31, 2020, our total shareholder return in U.S. dollars was 96% compared to 37% for the S&P 500. And, our Canadian dollar total shareholder return was 119% compared to 4% for the S&P/TSX composite index during that period.

Looking Ahead

The world changed dramatically in the first quarter of 2020. Despite the challenging global business environment ahead, we believe that our business model remains attractive. As communities face less certain times, we remain well capitalized and well positioned to help our customers persevere. We are confident that rigorously managing those things within our control will help us maintain the trust and confidence of our stakeholders and emerge stronger as a business.

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


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We are moving at pace to accommodate customers as they make significant shifts to virtual working environments. Customers working remotely require easy-to-use curated information integrated with software and firm management capabilities. They increasingly need information and tools that are trusted, accurate and accessible, wherever they may be working in the world. Our foundational assets, including an unparalleled commitment to independent news coverage, have never been more important to delivering value to our customers.

We have a new opportunity to lead a bigger conversation and help shape the industries we serve. Our next generation of solutions will help re-imagine how professionals work, making our information, news, software and solutions more relevant, more personalized and more interconnected. We are accelerating our own digital transformation, creating a more holistic digital experience, making it easier for our customers to find, buy and get the most out of our offerings.

While focused on innovation and growing our businesses organically, acquisitions remain an important part of our long-term growth strategy. We will be disciplined in our approach to deploying capital, considering only strategic acquisitions that strengthen our core value proposition, advance our product strategy in support of our customers’ digital transformation and extend our company into highly adjacent market segments.

Talent remains integral to our success. This year, our investments in training and development emphasize the digital capabilities we need to drive innovation for our customers, and the greater commercial sophistication needed to sell advanced solutions. We are focused on building a diverse workforce that is customer obsessed, digitally fluent, that works with urgency and that is adaptable in their approach.

Our Role in the World

A society cannot thrive without justice and transparency, which require trusted information and people with the courage to defend it. Every day around the world, there are affronts to the rule of law and freedom of the press. We are proud to work to counter these forces. We seek to inform and empower people, sharing our skills and knowledge to support journalism’s sustainable future, and we are committed to strengthening these efforts in the years to come.

To date, we have established strong relationships with local and international organizations for missing and exploited children to uncover victims of kidnapping, exploitation and human trafficking. We partner with government agencies to provide greater transparency into global supply chains that use slave labor. We work with organizations worldwide to spread training in media literacy and coding to create more empowered digital citizens around the globe. In addition, through the work of the Thomson Reuters Foundation, we have created the world’s largest global network of free legal services to NGOs and social enterprises, TrustLaw, facilitating more than $172 million in pro bono legal assistance since its launch a decade ago.

These efforts build on our best-in-class corporate responsibility policies and strong volunteer ethos. In 2019, we implemented various sustainability innovation programs for our associates, with a commitment to becoming fully carbon neutral – a goal we achieved only months later. In total, our associates volunteered more than 116,000 hours in their communities last year.

The Next Generation of Leadership

In February 2020, Thomson Reuters announced the appointment of a new CEO and CFO following a thorough and collaborative succession process. We would like to thank our former CEO Jim Smith and our former CFO Stephane Bello for their combined five decades of service, and their leadership of our company over the last eight years. Jim and Stephane led Thomson Reuters’ turnaround in the wake of the financial crisis and led us through the company’s recent transformation, which we believe has positioned us well for the future. Our new leadership team is committed to build on that foundation with rigor and conviction, focused on customer-led growth to deliver maximum long-term value creation.

We are grateful for the support of all our stakeholders and for the guidance of our fellow directors. As we write our next chapter, we are confident that we can continue to build our business doing work we can all be proud of.

 

LOGO

 

LOGO

David Thomson

Chairman of the Board

 

Steve Hasker

President & Chief Executive Officer

Certain statements in the letter are forward-looking. These forward-looking statements are based on certain assumptions and reflect our current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results to differ materially from current expectations are discussed in the “Risk Factors” section of our 2019 annual report as well as in other materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements.

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Table of Contents

 

Fast Facts About Thomson Reuters

     3  

About this Circular and Related Proxy Materials

     4  

Business of the Meeting

     5  

Voting Information and How to Attend

     7  

Annual and Quarterly Financial Statements and Related MD&A

     14  

Notice-and-Access

     14  

Electronic Delivery of Shareholder Communications

     14  

Principal Shareholder and Share Capital

     15  

About Our Directors

     16  

Nominee Information

     19  

Director Compensation and Share Ownership

     26  

Corporate Governance Practices

     30  

Board Composition and Responsibilities

     30  

Director Attendance

     34  

Controlled Company

     35  

Board Committees

     36  

Audit Committee

     36  

Corporate Governance Committee

     40  

HR Committee

     44  

Risk Committee

     47  

Joint Audit Committee and Risk Committee Meetings

     48  

About Our Independent Auditor

     49  

Shareholder Engagement

     50  

Advisory Resolution on Executive Compensation (Say On Pay)

     51  

Compensation Discussion and Analysis

     52  

Executive Summary

     52  

Looking Forward: Key 2020 Compensation Developments and Decisions

     54  

Our 2019 Compensation Program

     57  

Our Process for Designing and Determining Executive Compensation

     58  

Our Key Compensation Principles

     60  

2019 Compensation

     65  

2019 Named Executive Officer Compensation and Key Accomplishments

     70  

Performance Graphs

     77  

Historic Named Executive Officer Compensation

     78  

Executive Compensation

     79  

Summary Compensation Table

     79  

Incentive Plan Awards

     81  

Pension and Other Retirement Benefits

     83  

Termination Benefits

     85  

Indebtedness of Officers, Directors and Employees

     91  

Directors’ and Officers’ Indemnification and Insurance

     91  

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 1


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Fast Facts About Thomson Reuters

 

 

Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service – Reuters.

 

 

The table below describes some of our key operating characteristics:

 

       

Attractive Industry

  Balanced and Diversified Leadership   Attractive Business Model   Strong Competitive Positioning   Disciplined Financial Policies

·   Professional content market segment (estimated $13 billion)

 

·   Software market segment (estimated $21 billion)

 

·   A leader in key Legal Professionals, Corporates and Tax & Accounting Professionals market segments

 

·   Products and services tailored for professionals

 

·   Deep broad industry knowledge

 

·   Distinct core customer group revenues

 

·   Geographical diversity

 

·   Largest customer, excluding Refinitiv, is approximately 2% of revenues

 

·   78% of revenues are recurring

 

·   88% of revenues are delivered electronically, including cloud-based offerings

 

·   Strong consistent cash generation capabilities

 

·   Proprietary databases and deeply embedded workflow tools and analytics

 

·   Technology and operating platforms built to address the global marketplace

 

·   Focused on free cash flow growth

 

·   Balance investing in business and returning capital to shareholders

 

·   Disciplined capital structure – target maximum leverage ratio of 2.5x net debt to adjusted EBITDA

 

·   Commitment to maintaining investment grade credit rating

 

 

2019 full-year results:

 

 

Stock prices:

 

·   Revenues – US$5.9 billion

 

·   Operating profit – US$1.2 billion

 

·   Adjusted EBITDA margin* – 25.3%

 

·   Diluted earnings per share (EPS) – US$3.11

 

·   Adjusted EPS* – US$1.29

 

·   Cash flow from operations – US$702 million

 

·   Free cash flow* – US$159 million

 

Stock exchange listings (Symbol: TRI):

 

·   Toronto Stock Exchange (TSX)

 

·   New York Stock Exchange (NYSE)

 

 

Closing price (April 7, 2020): C$95.39 / US$68.07

 

High (2019): C$95.80 / US$72.76

 

Low (2019): C$63.14 / US$46.87

 

Market capitalization (April 7, 2020):

 

US$33.9 billion

 

Dividend per common share (as of April 7, 2020):

 

$0.38 quarterly ($1.52 annualized)

 

We have increased our common share dividend for 27 consecutive years.

All revenue information reflected in the first table above is based on our 2019 full-year results.

For more information about our company, visit www.thomsonreuters.com

* Non-International Financial Reporting Standards (non-IFRS) financial measures. Please see the note in the “Additional Information” section of this circular.

 

 

 

 

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About this Circular and Related Proxy Materials

 

 

We are providing this circular and proxy materials to you in connection with our annual meeting of shareholders to be held on Wednesday, June 3, 2020. As a shareholder, you are invited to attend the virtual meeting. If you are unable to attend, you may still vote by completing the enclosed proxy form.

 

 

This circular describes the items to be voted on at the meeting and the voting process and contains additional information about executive compensation, corporate governance practices and other matters that will be discussed at the meeting.

Unless otherwise indicated, all dollar amounts in this circular are expressed in U.S. dollars, and information is as of April 7, 2020. In this circular, the terms “we”, “us” and “our” refer to Thomson Reuters Corporation and our consolidated subsidiaries. The term “Woodbridge” refers to The Woodbridge Company Limited and other companies affiliated with it.

Please see the “Voting Information and How to Attend” section of this document for an explanation of how you can vote on the matters to be considered at the meeting, whether or not you decide to attend the meeting.

We are a Canadian company that is considered to be a “foreign private issuer” for U.S. federal securities law purposes. As a result, we have prepared this circular in accordance with applicable Canadian disclosure requirements.

Information contained on our website or any other websites identified in this circular is not part of this circular. All website addresses listed in this circular are intended to be inactive, textual references only. The Thomson Reuters logo and our other trademarks, trade names and service names mentioned in this circular are the property of Thomson Reuters.

Front cover photo credit: REUTERS/Mark Blinch.

 

 

 

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Business of the Meeting

Highlights

This year’s meeting will cover the following items of business:

 

   
Item of Business   Highlights   Board Vote
Recommendation
1. Financial
statements
 

Receipt of our 2019 audited financial statements.

 

· Our 2019 annual consolidated financial statements are included in our 2019 annual report, which is available in the “Investor Relations” section of our website, www.thomsonreuters.com.

 

· Shareholders who requested a copy of the 2019 annual report will receive it by mail or e-mail.

 

· Representatives from Thomson Reuters and our independent auditor, PricewaterhouseCoopers LLP, will be available to discuss any questions about our financial statements at the meeting.

  N/A

2. Directors

 

At the meeting, 12 individuals are proposed to be elected to our Board of Directors. All of these individuals are currently directors of our company. Sheila Bair and Kristin Peck have decided not to stand for re-election.

 

· A majority of our directors are independent.

 

· The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate.

 

· Shareholders vote annually for individual directors.

 

The director nominees are:

  FOR each director
nominee
   
  Name   Director Since   Independent  

Affiliated with

Principal

Shareholder

 

Thomson

Reuters

Management

 
  David Thomson   1988        
  Steve Hasker   2020        
  Kirk E. Arnold   2020        
  David W. Binet   2013        
  W. Edmund Clark, C.M.   2015        
  Michael E. Daniels   2014        
  Kirk Koenigsbauer   2020        
  Vance K. Opperman   1996        
  Kim M. Rivera   2019        
  Barry Salzberg   2015        
  Peter J. Thomson   1995        
    Wulf von Schimmelmann   2011              
3. Auditor   We are proposing to re-appoint PricewaterhouseCoopers LLP as our independent auditor for another year until the 2021 annual meeting of shareholders. Our Audit Committee is directly responsible for overseeing the independent auditor during the year.   FOR

 

 

 

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Item of Business   Highlights   Board Vote
Recommendation
4. Advisory resolution
on executive compensation
 

We will have a non-binding advisory resolution on executive compensation, which is sometimes called “say on pay”. This will provide you with an opportunity to provide a view on our company’s approach to executive compensation, as described in this circular.

 

As discussed in this circular, we appointed a new CEO and a new CFO effective on March 15, 2020. When the Board approved compensation arrangements for our new CEO and CFO in February 2020:

 

· Our new CEO’s 2020 target total direct compensation was approximately 28% lower than our former CEO’s 2019 target total direct compensation.

 

· Our new CFO’s 2020 target total direct compensation was approximately 26% lower than our former CFO’s 2019 target total direct compensation.

 

Similar to the compensation arrangements for our former CEO and CFO, the compensation arrangements for our new CEO and CFO are primarily variable and performance-based, utilizing multiple and complementary financial measures that are aligned to our strategy to drive shareholder value.

 

In 2019, “pay for performance” continued to be a key part of our compensation philosophy for our named executive officers.

 

    2019 compensation decisions were aligned with our strategic objectives – During 2019, the Human Resources Committee of the Board of Directors (HR Committee) was actively engaged in reviewing and discussing the design and approach to our compensation, talent and culture programs to fit the Thomson Reuters of the future. In 2019, a significant portion of executive pay was at risk and linked to both operational performance and stock price. Our incentive plan goals reflected our published business outlook, operating plan and long-term strategy. Annual incentive awards focused on growth objectives for the year.

 

    Our compensation program is strongly aligned with shareholder return and value – Our executive officer compensation is strongly aligned with total shareholder return. We also require our executive officers to maintain meaningful levels of share ownership that are multiples of their respective base salaries, creating a strong link to our shareholders and the long-term success of our company.

 

    We benchmark executive compensation and performance against global peer companies that we compete with for customers and talent – The HR Committee utilizes a global peer group for executive compensation purposes. For executive compensation benchmarking, the HR Committee also utilizes a separate Canadian peer group given our company’s increasing presence in Toronto.

 

    Our compensation program is aligned with good governance practices and has received strong shareholder support in recent years – Our plans and programs reflect strong governance principles. The HR Committee has an independent advisor (FW Cook) for executive compensation matters. We also engage with our shareholders on compensation matters during the year and we provide a “say on pay” resolution each year at our annual meeting of shareholders. Over the last five years, approximately 98% of votes have been cast “for” our “say on pay” advisory resolutions.

 

    We do not believe that we have any problematic pay practices and risk is taken into account in our compensation programs – The HR Committee’s independent advisor is of the view that our compensation program does not create incentives for excessive risk taking and includes meaningful safeguards to mitigate compensation program risk.

 

Please see the “Compensation Discussion and Analysis” section of the circular for additional information.

  FOR

5. Shareholder proposal

  Consider the shareholder proposal set out in Appendix B of this circular.   AGAINST

6. Other business

  If any other items of business are properly brought before the meeting (or any adjourned or postponed meeting), shareholders will be asked to vote. We are not aware of any other items of business at this time.   N/A

 

 

 

 

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Voting Information and How to Attend

Why is Thomson Reuters holding a virtual only meeting?

The health and safety of our communities, shareholders, employees and other stakeholders is our top priority. In light of ongoing developments regarding the coronavirus (COVID-19) pandemic, we are holding the meeting as a virtual only meeting, which will be conducted through a live webcast. Shareholders will have an opportunity to attend the meeting, submit questions and vote in real time through a web-based platform, regardless of geographic location and share ownership. Shareholders will not be able to attend the meeting in person.

Who can vote at the meeting?

If you held common shares as of 5:00 p.m. (Eastern Daylight Time) on April 7, 2020 (the record date), then you are entitled to vote at the meeting or any adjourned or postponed meeting. Each share is entitled to one vote. As of April 7, 2020, there were 495,665,970 common shares outstanding.

We also have 6,000,000 Series II preference shares outstanding, but these shares do not have voting rights at the meeting.

How many votes are required for approval?

A simple majority (more than 50%) of votes cast, during the meeting online or by proxy, is required to approve each item of business.

Woodbridge, our principal and controlling shareholder, beneficially owned approximately 66% of our outstanding common shares as of April 7, 2020. Woodbridge has advised our company that it will vote FOR the election of each director nominee, the appointment of PricewaterhouseCoopers LLP as auditor, and the advisory resolution on executive compensation and AGAINST the shareholder proposal set out in Appendix B of this circular.

How do I vote?

You have two choices – you can vote by proxy, or you can attend the virtual only meeting and vote during the meeting by online ballot through the live webcast platform. The voting process is different for each choice. The voting process also depends on whether you are a registered or non-registered shareholder.

You should first determine whether you are a registered or non-registered holder of our common shares. Most of our shareholders are non-registered holders.

 

·   

You are a registered shareholder if your name appears directly on your share certificates, or if you hold your common shares in book-entry form through the direct registration system (DRS) on the records of our transfer agent, Computershare Trust Company of Canada.

 

·   

You are a non-registered shareholder if you own shares indirectly and the shares are registered in the name of an intermediary. For example, you are a non-registered shareholder if:

 

   

your common shares are held in the name of a bank, trust company, securities broker, trustee or custodian; or

 

   

you hold Depositary Interests representing our common shares which are held in the name of Computershare Company Nominees Limited as nominee and custodian.

Non-registered shareholders are sometimes referred to as “beneficial owners”.

 

How do I attend and participate in the meeting?

We are holding the meeting in a virtual only format, which will be conducted through a live webcast. Shareholders will not be able to attend the meeting in person.

How you vote will depend on whether you’re a registered shareholder or a non-registered shareholder (as discussed above).

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend and vote at the meeting online. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting as described below. Guests will be able to listen to the meeting but will not be able to vote at the meeting.

If you attend the virtual meeting, it is your responsibility to have Internet connectivity for the duration of the meeting.

 

 

 

 

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Registered shareholders   You are a registered shareholder if your name appears directly on your share certificates, or if you hold your common shares in book-entry form through the direct registration system (DRS) on the records of our transfer agent, Computershare Trust Company of Canada.
   
If you want to vote by proxy before the meeting  

You may authorize our directors who are named on the enclosed proxy form to vote your shares as your proxyholder.

 

You may give voting instructions through the Internet, mail or telephone. Please refer to your proxy form for instructions.

   
If you want to attend and vote at the meeting  

You may vote at the meeting by completing an online ballot during the meeting, as further described below. Do not complete or return your proxy form, as your vote will be taken at the meeting. If you wish to vote common shares registered in the name of a legal entity, that entity must submit a properly executed proxy form to Computershare Trust Company of Canada by the proxy cut-off time which appoints you to vote the common shares on its behalf. Follow the instructions below for appointing a proxyholder if applicable.

 

Please follow these steps:

 

1.   Log in online at www.tr.com/agm2020. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

2.  Click “Shareholder”.

 

3.  Enter your control number as your username. The control number is located on your proxy form or in the e-mail notification you received from Computershare Trust Company of Canada.

 

4.  Enter the password: tri2020 (case sensitive).

 

5.  Follow the instructions to view the meeting and vote when prompted.

 

Once you log into the meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the meeting and will be provided with the opportunity to vote by online ballot on the items of business to be voted on at the meeting. If you do not wish to revoke a previously submitted proxy, you may log in as a guest (see instructions below), but will be unable to vote or submit questions at the meeting.

   
If you want to appoint a third party as proxy to attend and vote at the meeting  

You may appoint another person (other than our directors who are named on your proxy form) to attend the meeting on your behalf and vote your shares as your proxyholder. If you choose this option, you must submit your proxy form appointing the third party AND register the third party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy form. Failure to register your proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the meeting. You may choose anyone to be your proxyholder – the person does not have to be another shareholder.

 

Please follow these steps:

 

1.   Submit your proxy form – To appoint a third party proxyholder, insert that person’s name into the appropriate space on the proxy form. Follow the instructions for submitting the proxy form. This step must be completed before registering the proxyholder as step 2 below.

 

2.  Register your proxyholder – To register a third party as your proxyholder, you MUST visit www.computershare.com/ThomsonReuters by 5:00 p.m. (Eastern Daylight Time) on June 1, 2020 and provide Computershare Trust Company of Canada with the required proxyholder contact information so that Computershare Trust Company of Canada may provide the proxyholder with a username by e-mail shortly after this deadline. Without a username, proxyholders will not be able to ask questions or vote at the meeting but will be able to participate as a guest.

 

 

 

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If you want to appoint more than one proxyholder to each vote a subset of your shares, you must submit your proxy by mail indicating the number of shares to be voted by each proxyholder, and also complete step 2 above.

   
If you want to attend the meeting as a guest  

Guests can log into the meeting as set forth below. Guests can listen to the meeting but are not able to submit questions or vote at the meeting.

 

Please follow these steps:

 

1.   Log in online at www.tr.com/agm2020. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

2.  Click “Guest” and complete the online form.

   
Deadline for returning your proxy form   Your completed proxy must be received by Computershare Trust Company of Canada by 5:00 p.m. (Eastern Daylight Time) on Monday, June 1, 2020.

 

   
Non-registered shareholders  

You are a non-registered shareholder if you own shares indirectly and the shares are registered in the name of an intermediary. For example, you are a non-registered shareholder if your common shares are held in the name of a bank, trust company, securities broker, trustee or custodian; or you hold Depositary Interests representing our common shares which are held in the name of Computershare Company Nominees Limited as nominee and custodian.

 

Non-registered shareholders are sometimes referred to as “beneficial owners”.

   
If you want to vote by proxy before the meeting   If you are a non-registered shareholder who receives a proxy form or voting instruction form (VIF), you should follow your intermediary’s instruction for completing the form. Holders of Depositary Interests will receive a voting form of instruction or direction from Computershare Investor Services PLC.
   
If you want to attend and vote at the meeting  

If you are a non-registered shareholder and you wish to ask questions or vote at the meeting, you have to appoint yourself as a proxyholder first and then also register with Computershare Trust Company of Canada. This is because our company and our transfer agent, Computershare Trust Company of Canada, do not have records of the non-registered shareholders of the company. As a result, we would have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you’re a non-registered shareholder and don’t appoint yourself as proxyholder, you can still attend the virtual meeting as a guest, but you won’t be able to submit questions or vote at the meeting.

 

Please follow these steps:

 

1.   To appoint yourself as proxyholder, insert your name in the appropriate space on the voting instruction form. Do not fill out your voting instructions. Follow the instructions by submitting the voting instruction form by the appropriate deadline as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary. This step must be completed before registering a proxyholder as step 2 below.

 

 

 

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2.  To register yourself as a proxyholder, you must visit www.computershare.com/ThomsonReuters by 5:00 p.m. (Eastern Daylight Time) on June 1, 2020 and provide Computershare Trust Company of Canada with your required proxyholder contact information so that Computershare Trust Company of Canada may provide you with a username by e-mail shortly after this deadline. Without a username, you will not be able to vote at the meeting but will be able to participate as a guest.

 

3.  Log in online at www.tr.com/agm2020. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

4.  Click “Shareholder”.

 

5.  Enter your username that was provided by Computershare Trust Company of Canada.

 

6.  Enter the password: tri2020 (case sensitive).

 

7.  Follow the instructions to view the meeting and vote when prompted.

If you are a non-registered shareholder located in the United States and you wish to appoint yourself as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your intermediary. To do so, please follow these steps:

 

1.   Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one.

 

2.  After you receive a valid legal proxy from your intermediary, you must then submit the legal proxy to Computershare Trust Company of Canada. You can send the legal proxy by e-mail or by courier to: uslegalproxy@computershare.com (if by e-mail), or Computershare Trust Company of Canada, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Canada (if by courier). The legal proxy in both cases must be labeled “Legal Proxy” and received no later than the voting deadline of 5:00 p.m. (Eastern Daylight Time) on Monday, June 1, 2020.

 

3.  You will receive a confirmation of your registration by e-mail after Computershare Trust Company of Canada receives your registration materials. Please note that you are required to register your appointment as a proxyholder at www.computershare.com/ThomsonReuters as noted above.

   
If you want to appoint a third party as proxy to attend and vote at the meeting  

You may appoint another person (other than our directors who are named on your voting instruction form) to attend the meeting on your behalf and vote your shares as your proxyholder. If you choose this option, you must submit your voting instruction form appointing the third party AND register the third party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the meeting. You may choose anyone to be your proxyholder – the person does not have to be another shareholder.

 

Please follow these steps:

 

1.   Submit your voting instruction form – To appoint a third party proxyholder, insert the person’s name into the appropriate space on the voting instruction form. Follow the instructions by submitting the voting instruction form by the appropriate deadline as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary. This step must be completed before registering a proxyholder as step 2 below.

 

 

 

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2.  Register your proxyholder – To register another person as your proxyholder, you MUST visit www.computershare.com/ThomsonReuters by 5:00 p.m. (Eastern Daylight Time) on June 1, 2020 and provide Computershare Trust Company of Canada with the required proxyholder contact information so that Computershare Trust Company of Canada may provide the proxyholder with a username by e-mail shortly after this deadline. Without a username, proxyholders will not be able to vote at the meeting but will be able to participate as a guest.

 

If you are a non-registered shareholder located in the United States and you wish to appoint a third party as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your intermediary. To do so, please follow these steps:

 

1.   Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one.

 

2.  After you receive a valid legal proxy from your intermediary, you must then submit the legal proxy to Computershare Trust Company of Canada. You can send the legal proxy by e-mail or by courier to: uslegalproxy@computershare.com (if by e-mail), or Computershare Trust Company of Canada, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Canada (if by courier). The legal proxy in both cases must be labeled “Legal Proxy” and received no later than the voting deadline of 5:00 p.m. (Eastern Daylight Time) on Monday, June 1, 2020.

 

You will receive a confirmation of your registration by e-mail after Computershare Trust Company of Canada receives your registration materials. Please note that you are required to register the third party’s appointment as a proxyholder at www.computershare.com/ThomsonReuters as noted above.

   
If you want to attend the meeting as a guest  

Guests, including non-registered shareholders who have not duly appointed themselves as proxyholders, can log into the meeting as set forth below. Guests can listen to the meeting but are not able to submit questions or vote at the meeting.

 

Please follow these steps:

 

1.   Log in online at www.tr.com/agm2020. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

2.  Click “Guest” and complete the online form.

   
Deadline for returning your form   Please check your voting instruction form for the specific deadline. Your intermediary will need your voting instructions sufficiently in advance of the proxy deadline to enable your intermediary to act on your instructions prior to the deadline.

 

 

 

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Other Questions and Answers

Can I vote my shares by filling out and returning the notice?

No. The notice sets forth the items to be voted on at the meeting, but you cannot vote by marking the notice and returning it. The notice provides instructions on how to vote.

What’s the deadline for receiving my proxy or voting instructions?

If you are a registered shareholder, your proxy must be received by 5:00 p.m. (Eastern Daylight Time) on Monday, June 1, 2020.

Non-registered shareholders may be subject to earlier deadlines as specified in their proxy or voting instructions.

If the meeting is adjourned or postponed, the proxy cut-off deadline will be no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting.

How will my shares be voted if I appoint a proxyholder?

Your proxyholder must vote your shares on each matter according to your instructions if you have properly completed and returned a proxy form. If you have not specified how to vote on a particular matter, then your proxyholder can vote your shares as he or she sees fit. If you have appointed our directors named on your proxy form or voting instruction form as your proxyholder, and you have not specified how you want your shares to be voted, your shares will be voted FOR the election of each director nominee, the appointment of PricewaterhouseCoopers LLP as auditor, and the advisory resolution on executive compensation and AGAINST the shareholder proposal set out in Appendix B of this circular.

What happens if any amendments are properly made to the items of business to be considered or if other matters are properly brought before the meeting?

Your proxyholder will have discretionary authority to vote your shares as he or she sees fit. As of the date of this circular, management knows of no such amendment, variation or other matter expected to come before the meeting.

If I change my mind, how do I revoke my proxy or voting instructions?

 

Non-registered shareholders

You may revoke your proxy by sending written notice to your intermediary, so long as the intermediary receives your notice at least seven days before the meeting (or as otherwise instructed by your intermediary). This gives your intermediary time to submit the revocation to Computershare Trust Company of Canada. If your revocation is not received in time, your intermediary is not required to act on it.

Registered shareholders

You may revoke your proxy or voting instructions in any of the following ways:

 

·   

By completing and signing a proxy form with a later date than the proxy form you previously returned, and delivering it to Computershare Trust Company of Canada at any time before 5:00 p.m. (Eastern Daylight Time) on Monday, June 1, 2020. If the meeting is adjourned or postponed, the deadline will be no later than 48 hours before any adjourned or postponed meeting;

 

·   

By completing a written statement revoking your instructions, which is signed by you or your attorney authorized in writing, and delivering it:

 

   

To the offices of Computershare Trust Company of Canada at any time before 5:00 p.m. (Eastern Daylight Time) on Tuesday, June 2, 2020. If the meeting is adjourned or postponed, the deadline will be no later than 48 hours before any adjourned or postponed meeting; or

 

   

To the Chair of the meeting before the meeting starts; or

 

   

In any other manner permitted by law.

 

·   

If, as a registered shareholder, you are using your control number as a username to log in to the meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote by online ballot on the matters put forth at the meeting. If you do not wish to revoke a previously submitted proxy, as the case may be, you will not be able to participate at the meeting online.

 

 

 

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How can I contact Computershare Trust Company of Canada if I have questions?

You can contact Computershare Trust Company of Canada directly at the following numbers:

 

Canada and the United States   1.800.564.6253
Other countries   1.514.982.7555

Who is soliciting my proxy and distributing proxy-related materials?

Thomson Reuters management and directors may solicit your proxy for use at the meeting and any adjourned or postponed meeting. Our management and directors may solicit proxies by mail and in person. We are paying all costs of solicitation. Intermediaries will distribute proxy-related materials directly to non-objecting beneficial owners on our behalf. We are paying for intermediaries to send proxy-related materials to both non-objecting beneficial owners and objecting beneficial owners.

Is my vote confidential?

Yes. Our registrar, Computershare Trust Company of Canada, independently counts and tabulates the proxies and votes cast at the meeting through the live webcast platform to preserve the confidentiality of individual shareholder votes. Proxies are referred to us only in cases where a shareholder clearly intends to communicate with management, in the event of questions as to the validity of a proxy or where it is necessary to do so to meet applicable legal requirements.

Voting results

Following the meeting, we will post the voting results in the “Investor Relations” section of our website, www.thomsonreuters.com. We will also file a copy of the results with the Canadian securities regulatory authorities at www.sedar.com and the U.S. Securities and Exchange Commission at www.sec.gov. For more information, see the “Additional Information” section of this circular.

 

 

 

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Annual and Quarterly Financial Statements and Related MD&A

Our annual and quarterly reports and earnings releases are available in the “Investor Relations” section of our website, www.thomsonreuters.com. Please also see the “Electronic Delivery of Shareholder Communications” section below for information about electronic delivery of these reports and other shareholder communications.

Notice-and-Access

Why did I receive a notice in the mail regarding the website availability of this circular and proxy materials?

We are using the “notice-and-access” system for the delivery of our proxy materials through our website, similar to last year’s meeting. Shareholders who receive a notice have the ability to access the proxy materials on our website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through our website or to request a paper copy may be found in the notice.

Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

Why didn’t I receive a printed notice in the mail about the website availability of the proxy materials?

Shareholders who previously signed up for electronic delivery of our proxy materials will continue to receive them by e-mail and will not receive a printed notice in the mail.

How do I vote under the “notice-and-access” system?

The voting process is the same as described in the “Voting Information and How to Attend” section of this circular. You have two choices – you can vote by proxy, or you can attend the meeting and vote during the meeting by online ballot through the live webcast platform.

Electronic Delivery of Shareholder Communications

Does Thomson Reuters provide electronic delivery of shareholder communications?

Yes. Electronic delivery is a voluntary program for our shareholders. Under this program, an e-mail notification (with links to the documents posted on our website) is sent to you.

Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

How can I enroll for electronic delivery of shareholder communications?

For most non-registered shareholders (other than holders of our Depositary Interests), please go to www.proxyvote.com for more instructions and to register. You will need your Enrollment Number/Control Number. You can find this number on your voting instruction form/proxy form.

If you are a registered shareholder, please go to www.investorcentre.com (country – Canada) and click on “Sign up for eDelivery” at the bottom of the page. You will need information from your proxy form to register.

 

 

 

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Principal Shareholder and Share Capital

As of April 7, 2020, Woodbridge beneficially owned 327,488,179 of our common shares, or approximately 66% of our outstanding common shares. Woodbridge is the principal and controlling shareholder of Thomson Reuters.

Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Woodbridge is a professionally managed company that, in addition to its controlling interest in Thomson Reuters, has other substantial investments.

Prior to his passing in 2006, Kenneth R. Thomson controlled our company through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which the trust company subsidiary of a Canadian chartered bank is trustee and members of the family of the late first Lord Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to be owned by members of successive generations of the family of the first Lord Thomson of Fleet.

Under the estate arrangements of Kenneth R. Thomson, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of our company’s common shares by Woodbridge, the estate arrangements provide for approval of the trustee to be obtained.

Note 32 to our 2019 annual consolidated financial statements provides information on certain transactions that we entered into with Woodbridge in 2019 and 2018.

To our knowledge, no other person beneficially owns, directly or indirectly, 10% or more of our common shares.

 

 

 

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About Our Directors

This section includes the following information:

 

·   

Profiles for each director nominee;

 

·   

Compensation that we paid to our directors in 2019; and

 

·   

Our corporate governance structure and practices.

 

 

 

HIGHLIGHTS

 

· 

A majority of our directors are independent;

 

· 

The roles and responsibilities of the Chairman and the CEO are separate; and

 

· 

All of the nominees are currently directors of our company.

 

 

Voting

You will be asked to vote for each director on an individual basis. Each nominee is proposed to be elected for a term ending at our 2021 annual meeting of shareholders. All of the nominees are currently directors of our company. Each of our directors was elected at our 2019 annual meeting of shareholders except for Kim M. Rivera, who was appointed on November 7, 2019, Kirk E. Arnold, who was appointed on January 15, 2020, Kirk Koenigsbauer, who was appointed on March 4, 2020, and our new CEO, Steve Hasker, who was appointed on March 15, 2020. Profiles for each nominee are provided on the following pages.

The Board unanimously recommends that you vote FOR the election of the following 12 nominees to the Thomson Reuters Board of Directors: David Thomson, Steve Hasker, Kirk E. Arnold, David W. Binet, W. Edmund Clark, C.M., Michael E. Daniels, Kirk Koenigsbauer, Vance K. Opperman, Kim M. Rivera, Barry Salzberg, Peter J. Thomson and Wulf von Schimmelmann.

Sheila E. Bair and Kristin C. Peck have decided not to stand for re-election at the meeting. Ms. Bair has served on the Board since 2014 and Ms. Peck has served on the Board since 2016.

Management does not believe that any of the nominees will be unable to serve as a director but, if this should occur for any reason prior to the meeting, the persons named in the enclosed proxy form may vote for another nominee at their discretion.

Following the meeting, we will issue a press release that includes the number of votes cast for and withheld from each individual director. At last year’s annual meeting, our director nominees received an average of 97% “for” votes. Additional information is provided in each nominee’s profile on the following pages.

Majority voting policy

We have a majority voting policy that applies to the election of directors at the annual meeting of shareholders. This means that if a director receives more “withhold” votes than “for” votes at the meeting, then the director will immediately tender his or her resignation to the Chairman. This would be effective if accepted by the Board. The Corporate Governance Committee will consider a director’s offer to resign and make a recommendation to the Board as to whether to accept it. The Board will accept resignations, except in exceptional circumstances. The Board will have 90 days from the annual meeting to make and publicly disclose its decision by news release either to accept or reject the resignation (including reasons for rejecting the resignation, if applicable).

Director qualifications

We believe that all of the director nominees possess character, integrity, judgment, business experience, a record of achievement and other skills and talents which enhance the Board and the overall management of the business and affairs of Thomson Reuters. Each director nominee has an understanding of our company’s principal operational and financial objectives, plans and strategies, financial position and performance and the performance of Thomson Reuters relative to our principal competitors. The Corporate Governance Committee considered these qualifications in determining to recommend the director nominees for election. Additional information is provided in the individual director nominee profiles below and in the “Board Committees – Corporate Governance Committee” section of this circular, which contains a “skills matrix” highlighting individual director nominee skills and experiences.

 

 

 

 

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Board Diversity Policy

The Board also values the benefits that diversity can bring to the boardroom and throughout Thomson Reuters. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and improves oversight, decision-making and governance.

While the Corporate Governance Committee of the Board focuses on finding the best qualified candidates for the Board, a nominee’s diversity may be considered favorably in his or her assessment. In March 2020, our company’s Corporate Governance Guidelines were updated and currently reflect that for purposes of those guidelines, diversity includes business experience, thought, style, culture, gender, geographic background, race, visible minorities, national origin, Indigenous persons, religion, gender identity and expression, sexual orientation, disability, age and other personal characteristics.

Independence

A majority of the Board is independent. Under the Corporate Governance Guidelines adopted by the Board, a director is not considered independent unless the Board affirmatively determines that the director has no “material relationship” with Thomson Reuters. In determining the independence of directors, the Board considers all relevant facts and circumstances. In March 2020, the Board conducted its annual assessment of the independence of its members as of March 15, 2020 and determined that nine of the 14 directors (approximately 64%) serving on the Board were independent.

In determining independence, the Board examined and relied on the applicable definitions of “independent” in the NYSE listing standards and Canadian Securities Administrators’ National Instrument 58-101. The Board also reviewed the results of questionnaires completed by directors.

In order for the Board to function independently from management:

 

·   

The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate;

 

·   

We have a Lead Independent Director (Vance K. Opperman); and

 

·   

The Audit Committee is comprised entirely of independent directors (as required by applicable law) and the Corporate Governance Committee, Human Resources Committee and Risk Committee each have a majority of independent directors.

The Board is of the view that 7 of the 12 director nominees (approximately 58%) are independent.

 

    Director Independence
       

Name of Director Nominee

  Management   Independent   Not Independent    Reason for Non-Independence

David Thomson

             A Chairman of Woodbridge

Steve Hasker

           President & Chief Executive Officer of Thomson Reuters

Kirk E. Arnold

              

David W. Binet

             President of Woodbridge

W. Edmund Clark, C.M.

             Advisor to the trustee of the 2003 TIL Settlement and Woodbridge

Michael E. Daniels

              

Kirk Koenigsbauer

              

Vance K. Opperman

              

Kim M. Rivera

              

Barry Salzberg

              

Peter J. Thomson

             A Chairman of Woodbridge

Wulf von Schimmelmann

              

Total

  1   7   5     

None of Messrs. D. Thomson, Binet or P. Thomson is a member of Thomson Reuters executive management team. With its substantial equity investment in Thomson Reuters, Woodbridge considers that its interests as a shareholder are aligned with those of all other shareholders.

In determining the independence of directors, the Board also considers that in the normal course of business, we provide services to, and receive services from, companies with which some of the independent directors are affiliated. Based on the specific facts and circumstances, the Board determined in March 2020 that these relationships were immaterial.

 

 

 

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Interlocking Directorships

We do not have any director nominees who serve together on boards of other public companies. The Board has adopted a policy that no more than two of our directors may serve together on the boards of other public companies without the consent of the Corporate Governance Committee.

Service on Other Boards

Our directors are not restricted from serving on the boards of other public or private companies so long as their commitments do not materially interfere with or are not incompatible with, their ability to fulfill their duties as a member of our company’s Board. However, directors must receive approval from the Chair of the Corporate Governance Committee in advance of accepting an invitation to serve on the board of another public company and must notify the Chair of the Corporate Governance Committee in connection with accepting an invitation to serve on the board of a for-profit private company that is not a family business. The

Corporate Governance Committee monitors the outside boards that our directors sit on to determine if there are circumstances that would impact a director’s ability to exercise independent judgment and to ensure that a director has sufficient time to fulfill his or her commitments to Thomson Reuters.

Tenure

Our Board has not adopted a mandatory retirement age or term limits for individual directors. We believe that individuals can continue to remain effective directors beyond a mandated retirement age or maximum period of service. Without having a mandatory retirement age or term limits, we have experienced turnover on our Board that has brought directors with new perspectives and approaches. This has complemented the depth of knowledge and insight about our company and business operations that some of our more long-standing directors have developed over time.

The following table shows the tenure of our director nominees on our Board.

 

LOGO

 

 

The average tenure of all director nominees is 9.3 years and the average tenure of nominees who are considered independent is 6.2 years.

 

 

Two of our directors who have been members of the Board for more than 10 years (David Thomson and Peter Thomson) are affiliated with our company’s principal shareholder, Woodbridge.

Countries of Residence

The following table shows the countries where our director nominees ordinarily reside.

 

LOGO

 

 

 

 

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Nominee Information

The following provides information regarding the 12 director nominees who are proposed to be elected at the meeting, including a brief biography, city and country of residence, the year that they were appointed to our Board, independence status, primary areas of expertise, committee membership, attendance at Board and committee meetings in 2019 and ownership of Thomson Reuters securities. This information also reflects the percentage of “for” votes received by each director at our 2019 annual meeting of shareholders.

In the director nominee profiles, “securities held” by a director nominee includes common shares over which a director nominee exercised control or direction, and the number of restricted share units (RSUs), deferred share units (DSUs) and options held by, or credited to, each individual as of April 7, 2020. Information regarding common shares beneficially owned does not include shares that may be obtained through the exercise or vesting of options, RSUs or DSUs. Each director nominee provided us with information about how many common shares he or she beneficially owns.

The market value of shares beneficially owned is based on the closing price of our common shares on the New York Stock Exchange (NYSE) on April 7, 2020, which was $68.07. The market value of DSUs is also based on the closing price of our common shares on the NYSE on that date. We have also included information about each director nominee’s ownership of Thomson Reuters common shares and DSUs as of April 7, 2020 as a multiple of their annual retainer. Additional information about director share ownership guidelines is provided later in this section.

 

 

LOGO

 

David Thomson1

 

Age: 62

 

Toronto, Ontario, Canada

 

Director since 1988

 

Non-independent

 

Primary areas of expertise: investment management, retail, media/publishing

 

2019 annual meeting votes for: 98.62%

     

David Thomson

 

David Thomson is Chairman of Thomson Reuters. He is also a Chairman of Woodbridge, the Thomson family investment company, and Chairman of The Globe and Mail Inc., a Canadian media company. Mr. Thomson is an active private investor with a focus on real estate and serves on the boards of several private companies. Mr. Thomson has a MA from Cambridge University.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board    8 of 9    89%          
    Total    8 of 9    89%                  
    Securities held
(number and value)2
                

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

50,000

  

RSUs

  

DSUs

93,988

  

Options

  93,988         
    $3,405,000   

   $6,400,583          $9,805,583   
     

1  David Thomson and Peter Thomson, both of whom are nominees, are brothers.

2  David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge, our principal shareholder. For additional information, please see the “Principal Shareholder and Share Capital” section of this circular.

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 19


Table of Contents

 

LOGO

 

Steve Hasker

 

Age: 50

 

Toronto, Ontario, Canada

 

Director since March 2020

 

Non-independent

 

Primary areas of expertise: operations, international business, strategy and technology

 

2019 annual meeting votes for:

N/A

     

Steve Hasker

 

Steve Hasker has been President and Chief Executive Officer of Thomson Reuters since March 15, 2020. Prior to joining Thomson Reuters in February 2020, he was Senior Adviser to TPG Capital, a private equity firm, from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG Capital portfolio company, from January 2018 to August 2019. Mr. Hasker served as Global President and Chief Operating Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as Nielsen’s President, Global Products from November 2009 to January 2014. Mr. Hasker spent more than a decade with McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to 2009. Before joining McKinsey, Mr. Hasker spent five years in several financial roles in the United States, Russia and Australia. Mr. Hasker has an undergraduate economics degree from the University of Melbourne and received an MBA and master’s in international affairs from Columbia University.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board        

Appen Limited

Global Eagle Entertainment Inc.1

    Total                       
    Securities held
(number and value)
               

Total shares

and DSUs

 

Total market

Value2

  

Ownership multiple

of base salary3

   

Common shares

  

RSUs

62,451

 

DSUs

  

Options

234,956

          
      

              0.0x
     

1  On March 4, 2020, Mr. Hasker informed Global Eagle Entertainment Inc. of his resignation from its board, which will be effective on the day after that company files its 2019 annual report with the U.S. Securities and Exchange Commission. Mr. Hasker is resigning from this board in connection with his recent appointment as Thomson Reuters’ new CEO.

2  20,817 of Mr. Hasker’s 62,451 RSUs are time based restricted share units (TRSUs). As of April 7, 2020, the value of Mr. Hasker’s TRSUs was $1,417,638.

3  Reflects Mr. Hasker’s ratio under his executive ownership guidelines, which is based on a multiple of his salary.

 

 

LOGO

 

Kirk E. Arnold

 

Age: 60

 

Charlestown, Massachusetts

 

Director since January 2020

 

Independent

 

Primary areas of expertise: Technology, strategy, sales & marketing, human resources

 

2019 annual meeting votes for:

N/A

     

Kirk E. Arnold

 

Kirk E. Arnold has been Executive-in-Residence at General Catalyst Ventures since 2018, where she works with management teams to help scale and drive growth by providing mentorship, operational and strategic support. She was previously Chief Executive Officer of Data Intensity, LLC, a cloud-based data, applications and analytics managed service provider, from 2013 to 2017. Prior to that, Ms. Arnold was Chief Operating Officer of Avid, a technology provider in the media industry, and Chief Executive Officer and President of Keane, Inc., then a publicly traded global services provider. She has also held senior leadership roles at Computer Sciences Corp., Fidelity Investments and IBM. In addition, she was founder and Chief Executive Officer of NerveWire, a management consulting and systems integration provider. Ms. Arnold serves on the boards of several private companies. In addition, she is a Senior Lecturer at MIT Sloan School of Management and an advisor to the Center for MIT Entrepreneurship. She has a bachelor’s degree from Dartmouth College.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board       Ingersoll-Rand plc   
    Audit       Trane Technologies   
    HR                       
    Total                       
    Securities held
(number and value)
                 

Total shares

and DSUs

  

Total market

value

  

Ownership multiple

of annual retainer

     

Common shares

  

RSUs

  

DSUs

738

  

Options

   738            
            $50,258            $50,258    0.2x

 

 

 

Page 20    Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

 

LOGO

 

David W. Binet

 

Age: 62

 

Toronto, Ontario, Canada

 

Director since 2013

 

Non-independent

 

Primary areas of expertise: legal, media/publishing, investment management

 

2019 annual meeting votes for: 94.73%

     

David W. Binet

 

David W. Binet is Deputy Chairman of Thomson Reuters. He is also President and Chief Executive Officer and a director of Woodbridge, the Thomson family investment company. Prior to 2013, he held a number of senior positions at Woodbridge between 1999 and 2012, including Chief Operating Officer. Mr. Binet is a director of The Globe and Mail Inc., a Canadian media company and of a number of other companies in which Woodbridge is invested. Mr. Binet served as Chairman of the Thomson Reuters Foundation from October 1, 2009 through March 14, 2020. Prior to joining Woodbridge in 1999, he was a partner at a major law firm. Mr. Binet has a law degree from McGill University, a BA from Queen’s University and a graduate degree in journalism from Northwestern University.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board    9 of 9   100%      
    Corporate Governance    6 of 6   100%      
    HR    6 of 6   100%            
    Risk    4 of 4   100%            
    Total    25 of 25   100%                    
      Securities held
(number and value)
                   

Total shares

and DSUs

  

Total market

value

  

Ownership multiple

of annual retainer

    Common shares 261,176   

RSUs

–      

  DSUs 30,928   

Options

   292,104          
      $17,786,086    –         $2,106,197            $19,892,282    88.4x

 

 

LOGO

 

W. Edmund Clark, C.M.

 

Age: 72

 

Toronto, Ontario, Canada

 

Director since 2015

 

Non-independent

 

Primary areas of expertise: executive leadership, finance, human resources, strategy

 

2019 annual meeting votes for: 94.71%

     

W. Edmund Clark, C.M.

 

W. Edmund Clark is a corporate director. Mr. Clark served as Group President and Chief Executive Officer of TD Bank Group from 2002 until his retirement in 2014. Mr. Clark was inducted as a Companion of the Canadian Order of the Business Hall of Fame in 2016. In 2014, Mr. Clark was elected to the Board of Trustees of the Brookings Institute. He is also Chair of the Vector Institute for Artificial Intelligence. Mr. Clark has a BA from the University of Toronto, and an MA and Doctorate in Economics from Harvard University. He has also received honorary degrees from Mount Allison University, Queen’s University, Western University and the University of Toronto. In 2010, he was made an Officer of the Order of Canada, one of the country’s highest distinctions.

 

     

Board/committee

membership

  2019 attendance   Other public company board memberships
    Board   9 of 9   100%    
    Corporate Governance   6 of 6   100%        
    HR   6 of 6   100%                
    Total   21 of 21   100%                
      Securities held
(number and value)
                 Total shares
and DSUs
 

Total market

value

  Ownership multiple
of annual retainer
   

Common shares

36,316

 

RSUs

 

DSUs

24,932

 

Options

  61,248        
      $2,473,120  

  $1,697,869  

      $4,170,989   18.5x

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 21


Table of Contents

 

LOGO

 

Michael E. Daniels

 

Age: 65

 

Hilton Head Island, South Carolina, United States

 

Director since 2014

 

Independent

 

Primary areas of expertise: international business, finance, operations, technology

 

2019 annual meeting votes for: 97.79%

     

Michael E. Daniels

 

Michael E. Daniels is a corporate director. In 2013, Mr. Daniels retired as Senior Vice President and Group Executive IBM Services after 36 years with the company where he directed IBM’s consulting, systems integration, application management, cloud computing and outsourcing services around the globe. Mr. Daniels also held a number of senior leadership positions in his career at IBM, including General Manager of Sales and Distribution Operations of the Americas as well as leading Global Services in the Asia Pacific region. Mr. Daniels has a bachelor’s degree in political science from Holy Cross College.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board    8 of 9    89%    SS&C Technologies Holdings, Inc.   
    Audit    5 of 7    71%    Johnson Controls International plc   
    Corporate Governance    5 of 6    88%      
    HR    4 of 6    67%      
    Risk    3 of 4    75%                    
    Total    25 of 32    78%                    
      Securities held
(number and value)
                     Total shares
and DSUs
  

Total market

value

   Ownership multiple
of annual retainer
   

Common shares

2,924

  

RSUs

  

DSUs

25,222

  

Options

   28,146          
      $199,124   

   $1,717,618   

        $1,916,743    8.5x

 

 

LOGO

 

Kirk Koenigsbauer

 

Age: 52

 

Seattle, Washington

 

Director since March 2020

 

Independent

 

Primary areas of expertise: technology, operations, sales & marketing

 

2019 annual meeting votes for:

N/A

     

Kirk Koenigsbauer

 

Kirk Koenigsbauer has been Chief Operating Officer & Corporate Vice President, Experiences and Devices Group at Microsoft Corporation since February 2020. From December 2016 to February 2020, he was Corporate Vice President, Microsoft 365 and from July 2012 to November 2016, he was Corporate Vice President, Office Apps Engineering, at Microsoft. Prior to that, he was Corporate Vice President, Office Product Management at Microsoft from June 2002 to July 2012. Mr. Koenigsbauer worked at Amazon.com from 1998 to 2001 where he held the roles of General Manager, Software & Video Games Stores and Director of Product Management, Auctions. Mr. Koenigsbauer also worked at Microsoft from 1992 to 1998 and as a consultant at Accenture from 1989 to 1991. Mr. Koenigsbauer has a bachelor’s degree from Colby College.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board    –                  
    Audit    –                  
    Risk    –                                
    Total    –                                
    Securities held
(number and value)
                 

Total shares

and DSUs

  

Total market

value

  

Ownership multiple

of annual retainer

     

Common shares

–            

  

RSUs

  

DSUs

279

  

Options

   279            
      –                   $19,000            $19,000    0.1x

 

 

 

Page 22    Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

 

LOGO

 

Vance K. Opperman

 

Age: 77

 

Minneapolis, Minnesota, United States

 

Director since 1996

 

Independent

 

Primary areas of expertise: legal, operations, finance, media/publishing, investment management

 

2019 annual meeting votes for: 96.48%

     

Vance K. Opperman

 

Vance Opperman is Lead Independent Director of Thomson Reuters. He is also President and Chief Executive Officer of Key Investment, Inc., a private investment company involved in publishing and other activities. Previously, Mr. Opperman was President of West Publishing Company, an information provider of legal and business research which is now owned by Thomson Reuters. He serves as Lead Independent Director of TCF Financial Corporation. He also serves on the board of several educational and not-for-profit organizations. He has a law degree from the University of Minnesota and practiced law for many years.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board    9 of 9    100%    TCF Financial Corporation   
    Audit    7 of 7    100%      
    Corporate Governance    6 of 6    100%      
    HR    6 of 6    100%      
    Risk    3 of 4    75%                    
    Total    31 of 32    97%                    
      Securities held
(number and value)
                    

Total shares

and DSUs

  

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

50,000

  

RSUs

  

DSUs

136,618

  

Options

   186,618          
      $3,405,000   

   $9,303,686   

        $12,708,686    56.5x

 

 

LOGO

 

Kim M. Rivera

 

Age: 51

 

Woodside, California

 

Director since November 2019

 

Independent

 

Primary areas of expertise: legal, strategy, technology, operations

 

2019 annual meeting votes for:

N/A

     

Kim M. Rivera

 

Kim M. Rivera has been President, Strategy and Business Management and Chief Legal Officer at HP Inc. since January 2019. As President, Strategy and Business Management, she leads corporate strategy and development, customer support, indirect procurement, real estate and workplace functions. In addition, Ms. Rivera manages HP Inc.’s worldwide legal organization, including all aspects of legal and governmental affairs, brand security, compliance and ethics. She served as Chief Legal Officer and General Counsel of HP Inc. from November 2015 to January 2019. Prior to joining HP Inc., Ms. Rivera was the Chief Legal Officer and Corporate Secretary for DaVita HealthCare Partners where she was employed from 2010 to 2015. Prior to that, she served as the Chief Compliance Officer and Head of International Legal Services at The Clorox Company; Chief Litigation Counsel for Rockwell Automation, as well as General Counsel for its Automation Controls and Information Group. She has a bachelor’s degree from Duke University and a Juris Doctor degree from Harvard Law School.

 

     

Board/committee

membership

  2019 attendance   Other public company board memberships
    Board   1 of 1   100%    
    Audit   –             –                
    Total   1 of 1   100%                
      Securities held
(number and value)
                

Total shares

and DSUs

 

Total market

value

 

Ownership multiple

of annual retainer

   

Common shares

–            

 

RSUs

 

DSUs

1,291

 

Options

  1,291        
      –              

  $87,917  

      $87,917   0.4x

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 23


Table of Contents

 

LOGO

 

Barry Salzberg

 

Age: 66

 

New York, New York, United States

 

Director since 2015

 

Independent

 

Primary areas of expertise: accounting/audit, operations, international business

 

2019 annual meeting votes for: 99.67%

     

Barry Salzberg

 

Barry Salzberg is a corporate director. Mr. Salzberg served as the Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited from 2011 until his retirement in May 2015. He joined Deloitte in 1977 and his roles included Chief Executive Officer and Managing Partner of the firm’s U.S. operations. Mr. Salzberg is Chairman of the Board of Directors of 10EQS and has previously served as a Board member of New Profit, Inc. and previously served as Chairman of the United Way Worldwide, Chairman of the Board of College Summit and Chairman of the Board of the YMCA of Greater New York. From July 2015 until June 2018, he was a Professor at Columbia Business School. He has a BS in Accounting from Brooklyn College, a JD from Brooklyn Law School, and an LLM in Taxation from the New York University School of Law.

 

     

Board/committee

membership

   2019 attendance    Other public company board memberships
    Board    8 of 9   89%      
    Audit    7 of 7   100%      
    Corporate Governance    6 of 6   100%            
    Risk    4 of 4   100%            
    Total    25 of 26   96%                    
      Securities held
(number and value)
                   

Total shares

and DSUs

  

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

–            

  

RSUs

–      

 

DSUs

20,733

  

Options

   20,733          
      –                –         $1,411,917            $1,411,917    6.3x

 

 

LOGO

 

Peter J. Thomson1

 

Age: 54

 

Toronto, Ontario, Canada

 

Director since 1995

 

Non-independent

 

Primary areas of expertise: international business, investment management, technology

 

2019 annual meeting votes for: 94.83%

     

Peter J. Thomson

 

Peter J. Thomson is a Chairman of Woodbridge, the Thomson family investment company. Mr. Thomson is an active private equity investor and serves on the Boards of several private companies. He has a BA from the University of Western Ontario.

 

 

Board/committee

membership

   2019 attendance    Other public company board memberships
  Board    9 of 9    100%      
  HR    6 of 6    100%          
  Total    15 of 15    100%                    
  Securities held
(number and
value)2
                    

Total shares

and DSUs

  

Total market

value

  

Ownership multiple

of annual retainer

 

Common shares

  

RSUs

  

DSUs

11,479

  

Options

   11,479          
   

  

   $781,720   

        $781,720   
   

 

 

1  David Thomson and Peter Thomson, both of whom are nominees, are brothers.

2  David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge, our principal shareholder. For additional information, please see the “Principal Shareholder and Share Capital” section of this circular.

 

 

 

Page 24    Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

 

LOGO

 

Wulf von Schimmelmann

 

Age: 73

 

Munich, Germany

 

Director since 2011

 

Independent

 

Primary areas of expertise: finance, operations, international business

 

2019 annual meeting votes for: 98.39%

     

Wulf Von Schimmelmann

 

Wulf von Schimmelmann is a corporate director. Mr. von Schimmelmann was Chief Executive Officer of Deutsche Postbank AG from 1999 to 2007, where he transformed the organization from a check processing division of Deutsche Post to one of Germany’s leading retail banks. He also serves as a member of the Supervisory Board of Maxingvest AG. Prior to his lengthy career in banking, he was a partner at McKinsey & Co., working in Switzerland, the U.S. and Germany. Mr. von Schimmelmann was also previously Chairman of the Supervisory Board of Deutsche Post DHL AG, a member of the Supervisory Board of Deutsche Teleknow and Allianz Deutschland AG, a director of Western Union Company, Accenture plc and Deutsche Post DHL AG, and Chair of BAWAG P.S.K. Mr. von Schimmelmann received a degree in economic sciences and his Ph.D. in economics from the University of Zurich.

 

     

Board/committee

membership

  2019 attendance   Other public company board memberships
    Board   9 of 9   100%    
    Audit   7 of 7   100%        
    HR   6 of 6   100%                
    Total   22 of 22   100%                
      Securities held
(number and value)
                 Total shares
and DSUs
 

Total market

value

 

Ownership multiple

of annual retainer

   

Common shares

–            

 

RSUs

 

DSUs

38,495

 

Options

  38,495        
      –              

  $2,621,510  

      $2,621,510   11.7x

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 25


Table of Contents

Director Compensation and Share Ownership

Approach and Philosophy

Our approach and philosophy for director compensation is to:

 

·   

align the interests of our directors with those of our shareholders; and

 

·   

provide competitive compensation.

The compensation program for our directors takes into account:

 

·   

the size, scope and complexity of our organization;

 

·   

the time commitment, contributions and effort required of directors to serve on the Board and one or more Board committees, as applicable (including Board/committee meetings and travel to and from Board/committee meetings and site visits);

 

·   

the experience and skills of our directors;

 

·   

compensation levels for boards of directors of other large comparable U.S. and Canada-based multinational public companies in order for amounts paid to our directors to be competitive to attract new candidates and to retain existing directors;

 

·   

an increasing trend in U.S. and Canadian public company director compensation programs to require a combination of mandatory and optional equity components to further align directors’ interests with shareholders; and

 

·   

our desire to have a flat fee structure.

Our Corporate Governance Committee is responsible for periodically reviewing the adequacy and form of directors’ compensation. As discussed in more detail below, the annual retainer for our non-management directors (other than the Chairman) was increased by $25,000, effective on January 1, 2020. This was the first increase in the non-management director annual retainer since 2013.

In periodically benchmarking director compensation, the Corporate Governance Committee evaluates publicly available data related to director compensation paid by the same peer group of companies utilized by the Human Resources Committee for executive compensation benchmarking purposes. Director compensation for U.S. companies is generally higher than Canadian companies.

We do not grant stock options, restricted share units (RSUs) or bonuses to our non-management directors. In addition, we do not provide our non-management directors with retirement/pension benefits, healthcare coverage or perquisites.

 

 

As discussed later in this section, we require our directors to hold a minimum value of common shares and/or deferred share units (DSUs) and our director compensation program encourages directors to invest in our company beyond their minimum ownership requirements.

 

 

 

 

 

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Our directors have a mandatory equity component for their compensation. Approximately 80% of director compensation was paid in equity (DSUs or common shares) in 2019.

 

 

Components of Director Compensation

The table below sets forth the annual retainers that were payable to our non-management directors in 2019. Directors do not receive separate attendance or meeting fees. Chairs of the Board’s standing committees receive additional fees given their increased responsibilities and workloads. Additional information regarding the different components of our director compensation structure is provided following this table.

 

 
     2019 ($)

Non-management  directors1

   200,000 (50,000 of which was required to be paid in deferred share units, or DSUs)

Chairman of the Board

   600,000

Additional retainers

    

Deputy Chairman of the Board

   150,000 (paid in DSUs)

Lead Independent Director

   150,000 (paid in DSUs)

Committee chairs – Audit, Corporate
Governance, HR and Risk

   50,000 (paid in DSUs)

 

1

Directors other than the Chairman.

In the fourth quarter of 2019, the Corporate Governance Committee conducted a benchmarking review of director compensation of the global peer group companies used for executive compensation purposes. The Corporate Governance Committee subsequently recommended an $25,000 increase in the annual retainer payable to non-management directors (other than the Chairman) from $200,000 to $225,000, which was approved by the Board effective on January 1, 2020. As mentioned below, non-management directors will receive the $25,000 of additional annual compensation in the form of DSUs.

Director compensation at the following companies in Thomson Reuters’ global peer group for executive compensation purposes was reviewed by the Corporate Governance Committee. As part of its review, the Corporate Governance Committee evaluated data for North American-based companies in the peer group as Thomson Reuters is headquartered in Canada and most of its directors reside in Canada or the United States.

 

Automatic Data Processing Inc.

CGI Group Inc.

Cognizant Technology Solutions Corp.

eBay Inc.

Gartner Inc.

IAC/InterActive Corp.

  

The Interpublic Group of Companies, Inc.

Intuit Inc.

Moody’s Corp.

News Corporation

Nielsen Holdings plc

Omnicom Group Inc.

  

Pearson plc

RELX PLC

S&P Global Inc.

Sage Group Inc.

Wolters Kluwer NV

Retainers / Mandatory Equity Component

In 2019, we required a minimum of $50,000 of each non-management director’s $200,000 annual retainer to be paid in equity in the form of DSUs (payable quarterly). When the Board decided to increase the non-management director annual retainer to $225,000 effective on January 1, 2020, it decided to provide the increase through additional mandatory equity. Effective January 1, 2020, we require a minimum of $75,000 of each director’s $225,000 annual retainer to be paid in equity in the form of DSUs (payable quarterly). Our non-management directors then elect to receive the remaining $150,000 of their annual retainer in the form of DSUs, common shares or cash (or a mix thereof – payable quarterly).

DSUs

Each DSU has the same value as one common share, though DSUs do not have voting rights. DSUs are not performance-based units. If a director elects to receive DSUs, units representing the value of common shares are credited to the director’s account. DSUs accumulate additional units based on notional equivalents of dividends paid on our common shares. DSUs are fully vested upon grant, but they are only settled in common shares or cash following termination of the director’s Board service. Any common shares delivered to a director in connection with the settlement of DSUs are purchased in the open market.

 

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 27


Table of Contents

Common Shares

If a director elects to receive common shares, the cash amount (net of withholding taxes) is provided to our broker who uses such amount to buy shares in the open market.

Committee Fees

Committee chair fees, which are payable entirely in DSUs, are reflected in the table above.

Chairman and Deputy Chairman Retainer

The Chairman’s annual retainer is $600,000. The Deputy Chairman’s annual retainer is $150,000, which is payable entirely in DSUs. The Deputy Chairman also receives the same $225,000 annual retainer paid to other non-management directors. Additional information about the Chairman and the Deputy Chairman is provided later in the “Corporate Governance Practices” section of this circular.

Lead Independent Director Retainer

The Lead Independent Director’s annual retainer is $150,000, which is payable entirely in DSUs. The Lead Independent Director also receives the same annual $225,000 retainer paid to other non-management directors. Additional information about the Lead Independent Director is provided later in the “Corporate Governance Practices” section of this circular.

Total Director Compensation

The table below reflects compensation earned by our directors in 2019. Approximately 80% of 2019 director compensation was paid in DSUs. Ms. Arnold and Mr. Koenigsbauer were not directors during 2019.

As President and CEO of Thomson Reuters, Mr. Hasker does not receive compensation for his service as a director. Similarly, Mr. Smith did not receive compensation for previously serving as a director while President and CEO of Thomson Reuters. We discuss aspects of Mr. Hasker’s compensation in the “Compensation Discussion & Analysis” section of this circular. Information regarding Mr. Smith’s 2019 compensation is set forth in the “Executive Compensation” section of this circular.

 

     Fees Earned ($)  
         

Director

   Cash      DSUs      Common Shares    All Other
Compensation ($)
     Total ($)  

David Thomson

        600,000              600,000  

Sheila C. Bair1,2

   150,000      100,000              250,000  

David W. Binet

   150,000      200,000              350,000  

W. Edmund Clark, C.M.3

        250,000              250,000  

Michael E. Daniels4

        250,000              250,000  

Vance K. Opperman5

        350,000              350,000  

Kristin C. Peck6

        200,000              200,000  

Kim M. Rivera7

        30,137              30,137  

Barry Salzberg8

   150,000      100,000              250,000  

Peter J. Thomson

   150,000      50,000              200,000  

Wulf von Schimmelmann

        200,000              200,000  

Total

   600,000      2,330,137              2,930,137  

 

1   Includes fees for serving as Chair of the Risk Committee during 2019.
2   Ms. Bair has decided not to stand for re-election at the meeting.
3   Includes fees for serving as Chair of the HR Committee during 2019.
4   Includes fees for serving as Chair of the Corporate Governance Committee during 2019.
5   Includes fees for serving as the Lead Independent Director during 2019.
6   Ms. Peck has decided not to stand for re-election at the meeting.
7   Ms. Rivera was appointed to the Board on November 7, 2019. This table reflects compensation for her service as a director from November 7, 2019 through December 31, 2019.
8   Includes fees for serving as Chair of the Audit Committee during 2019.

 

 

 

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Stock Option and RSU Grants

Our non-management directors are not eligible to receive stock option grants and no non-management director currently holds any options. None of our non-management directors currently hold RSUs. Options and RSUs held by Mr. Hasker and Mr. Smith are described later in the circular.

Share Ownership Guidelines

Directors are currently required to hold common shares and/or DSUs with a value equal to three times their annual retainer, which is currently $675,000. Directors are required to meet their ownership requirement within five years of the date of their initial appointment to the Thomson Reuters Board. Share prices of all public companies are subject to market volatility. As a result, director share ownership guidelines reflect a “once met, always met” standard. This means that if a director has met his or her applicable ownership guideline multiple and a subsequent decline in the Thomson Reuters share price causes the value of his or her ownership to fall below the applicable threshold, the director will be considered to be in compliance with the guidelines so long as he or she continues to hold the number of shares that were owned at the time when he or she achieved the guidelines.

Ownership of common shares and DSUs by our director nominees can be found in each nominee’s biography in this circular. David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge. As of April 7, 2020, Woodbridge beneficially owned approximately 66% of our common shares. For more information, see the “Principal Shareholder and Share Capital” section of this circular. The following table shows each non-management director’s progress towards his or her share ownership guidelines. All ownership multiples and each director’s ownership are as of April 7, 2020.

 

   
Name    Ownership multiple of
annual retainer
   Progress towards guidelines

David Thomson

      , through Woodbridge’s ownership

Kirk E. Arnold

   0.2x    Required by January 15, 2025; 7.5% towards goal

Sheila C. Bair

   5.6x   

David W. Binet

   88.4x   

W. Edmund Clark, C.M.

   18.5x   

Michael E. Daniels

   8.5x   

Kirk Koenigsbauer

   0.1x    Required by March 4, 2025; 2.8% towards goal

Vance K. Opperman

   56.5x   

Kristin C. Peck

   4.6x   

Kim M. Rivera

   0.4x    Required by November 7, 2024; 13.0% towards goal

Barry Salzberg

   6.3x   

Peter J. Thomson

      , through Woodbridge’s ownership

Wulf von Schimmelmann

   11.7x   

Mr. Hasker is subject to separate ownership guidelines as CEO of our company. For more information, see the “Compensation Discussion and Analysis” section of this circular.

Pensions

Non-management directors do not receive any pension benefits from our company. Mr. Hasker’s retirement benefits are described in the “Executive Compensation – Pension and Other Retirement Benefits” section of this circular.

Service Contracts

We have not entered into service contracts with our non-management directors. Our agreement with Mr. Hasker regarding termination benefits is described in the “Executive Compensation – Termination Benefits” section of this circular.

Liability Insurance

We provide our directors with liability insurance in connection with their service on the Board.

Director Expenses

We reimburse directors for reasonable travel and out-of-pocket expenses incurred in connection with their Thomson Reuters duties.

 

 

 

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Corporate Governance Practices

Our Board is committed to high standards of corporate governance and believes that sound corporate governance practices are essential to the well-being of our company and for the promotion and protection of our shareholders’ interests. We believe that sustainable value creation for all shareholders is fostered through a Board that is informed and engaged and that functions independently of management.

As a public company with shares listed in Canada on the Toronto Stock Exchange and in the United States on the New York Stock Exchange, our corporate governance practices are generally consistent with the best practice guidelines of the Canadian securities regulatory authorities and the SEC. In addition, our corporate governance practices comply with most of the corporate governance listing standards of the NYSE, notwithstanding that we are exempt from most of those standards as a “foreign private issuer”.

Board Composition and Responsibilities

Governance Structure

The Board oversees our corporate governance structure, in part, through the work of the Corporate Governance Committee. Board practices are set out in Corporate Governance Guidelines, which the Corporate Governance Committee reviews annually. The Corporate Governance Guidelines deal with issues such as the Board’s duties and responsibilities, share ownership guidelines and conflicts of interest. In addition, each of the Board’s four standing committees (Audit, Corporate Governance, HR and Risk) has a charter. The charters are reviewed annually by the relevant committee and the Corporate Governance Committee.

 

 

The Board’s principal responsibilities include strategic planning, risk management, financial reporting, disclosure and corporate governance.

 

 

Our Code of Business Conduct and Ethics (Code) applies to our employees, directors and officers, including our CEO, CFO and Controller. Our employees, directors and officers are required to submit an acknowledgment that they have received and read a copy of the Code and understand their obligations to comply with the principles and policies outlined in it. The Corporate Governance Committee receives an annual report regarding the Code from the Chief Legal Officer.

Board Size

The Board currently consists of 14 individuals and functions independently of management. The Board is currently comprised of 13 non-management directors and the CEO. Individual directors are proposed for election annually. We have proposed that 12 directors be nominated for election at the meeting, all of whom are currently directors.

 

LOGO

 

 

 

 

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Key Responsibilities of the Board

The fundamental responsibility of the Board is to supervise the management of the business and affairs of Thomson Reuters. The table below highlights primary activities and topics from the Board’s 2019 work plan. Throughout 2019, the Board also discussed executive and Board succession at various meetings.

 

Meeting

   2019 Primary Activities/Topics

January

  

· Annual operating plan

· Dividend policy

March

  

· Annual disclosure and corporate governance documents (annual report/financial statements, management proxy circular)

· Executive compensation

· Refinitiv update

· Digital product strategy and investment priorities

June

  

· Reuters News update

· Investor Relations update

· Growth strategy update

July

  

· Proposed sale of Refinitiv to London Stock Exchange Group plc

September

  

· Digital product strategy

· Capital strategy

November

  

· Information security update

· Global trade management update

Periodically

  

· Strategic and management discussions related to individual businesses or sectors

· Reports from the Chairs of the Audit, Corporate Governance, HR and Risk Committees

· Enterprise risk management (ERM)

· Proposed significant acquisitions and dispositions

· Product updates

· Proposed capital markets transactions

·  In-camera meetings with the CEO only (typically at the start and end of each in-person meeting)

·  In-camera meetings of non-management directors only

·  In-camera meetings of independent directors only

· Competitive analysis

 

Strategic Planning

The Board plays an important role in strategic planning and direction throughout the year.

In January, the Board meets with management to review, discuss and approve the final version of our annual operating plan, which is prepared by our CEO, CFO and other senior executives. The plan typically addresses:

 

·   

Opportunities

 

·   

Risks

 

·   

Competitive position

 

·   

Business outlook

 

·   

Preliminary full-year financial results

 

·   

Financial projections for a three-year period

 

·   

Other key performance indicators

 

·   

Annual dividend and share repurchase program recommendations

Throughout the year, the Board and management discuss our progress against the plan. The Board focused its in-person meeting in September on corporate strategy. As part of this meeting, directors had an in-depth discussion about our company’s strategic plans with our CEO and CFO and other senior executives. Strategy discussions typically cover topics such as technology, the current condition of our business segments, future growth potential of our businesses and the key market segments that we serve, and how we are seeking to increase shareholder value.

 

 

 

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While the January meeting focuses on strategic planning, the Board also discusses various strategic issues with management at other meetings during the year. For example, the Board discussed our capital strategy with the CFO and the Treasurer in September. In addition, various presidents of our business segments provide updates to the Board at meetings during the year and those discussions typically address the segment’s current operations and strategic objectives.

Risk Oversight

The Board is responsible for confirming that a system is in place to identify the principal risks facing Thomson Reuters and that appropriate procedures and systems are in place to monitor, mitigate and manage those risks.

The ERM process at our company is intended to:

 

·   

identify the most significant operational, strategic, reputational, financial and other risks in each of our business segments as well as for our corporate center, considering both the external environment as well as internal changes related to structure, strategy and processes;

 

·   

assess which of these risks individually or together with other identified risks could have a significant impact on Thomson Reuters as an enterprise if they were to materialize; and

 

·   

develop and implement action plans for the enterprise risks and reviewing them periodically at a corporate and Board level.

 

 

Our enterprise risk management (ERM) process is designed to enhance the identification and mitigation of risk throughout Thomson Reuters and assist the Board and its committees with oversight responsibility for risk management.

 

 

Each year, we conduct a risk assessment process. In 2019, this process included a survey of the Board of Directors immediately following its first meeting of the year in January. Directors were asked to consider certain risk factors and definitions of impact and likelihood related to the ERM process, in light of their own knowledge of our company and business experience. Directors then provided input for Thomson Reuters’ businesses and functions to consider in assessing enterprise risks for the year.

ERM process owners conduct risk assessments throughout Thomson Reuters utilizing the prior year’s top identified risks and inputs from the Board survey. Relevant businesses or functions then create their own lists of applicable top risks. These risk assessments and lists then roll up into the different businesses and functions within the company. Our management business risk committee, which tracks and monitors enterprise risks, utilizes this information to create a proposed consolidated top enterprise risks list across Thomson Reuters. The management business risk committee is comprised of various Thomson Reuters senior leaders from Corporate functional departments and each business segment and is co-chaired by the Chief Legal Officer and Chief Technology Officer. This committee assesses the status of identified risks and reviews the adequacy of applicable mitigation plans, and then submits a list of proposed top enterprise risks to the CEO’s operating committee. Utilizing this information and an anonymized list of risks and input from the Board survey, the CEO’s operating committee then reviews and agrees upon the top enterprise risks to present to the Board’s Risk Committee for review, input and approval.

During the year, the management business risk committee also provides direction, prioritization, executive support and communication to others at the company involved in the ERM process. Executives responsible for specific risk mitigation periodically report to the management business risk committee, the Board’s Risk Committee, the full Board of Directors or other Board committees, as appropriate, during the year. For our business segments and functional departments, ERM is an ongoing process under continuous management review and ERM process owners are asked to keep their risk lists current and to provide updates on risk levels. We involve our Corporate Compliance and Audit department in the review of certain identified risks, as appropriate or upon request.

The Risk Committee is primarily responsible for overseeing management’s ERM process. The Audit Committee oversees overall risk assessment and management, and focuses primarily on financial risks.

The HR Committee’s responsibilities include establishing, implementing and overseeing our compensation policies and programs. We have designed our compensation programs to provide an appropriate balance of risk and reward in relation to the company’s overall business strategy. Please see the “Compensation Discussion and Analysis” section of this circular for additional information regarding why we believe that our compensation programs do not incentivize our executives to take unnecessary or excessive risks.

 

 

 

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Separate Chairman and CEO

 

 

The roles and responsibilities of the Chairman and the CEO of our company are separate to allow for more effective oversight and to hold management more accountable.

 

 

 

·   

As Chairman, David Thomson seeks to ensure that the Board operates independently of senior management. The Chairman is responsible for chairing Board meetings, ensuring that the Board and its committees have the necessary resources to support their work (in particular, accurate, timely and relevant information), and maintaining an effective relationship between the Board and senior management.

 

·   

As CEO, Steve Hasker is principally responsible for the management of the business and affairs of Thomson Reuters in accordance with the strategic plan and objectives approved by the Board.

Deputy Chairman

David Binet is the Board’s Deputy Chairman. The Deputy Chairman works collaboratively with the Chairman and assists the Chairman in fulfilling his responsibilities. The Deputy Chairman also engages in regular dialogue with the Chairman, the CEO and the Lead Independent Director to reinforce our culture of good governance; serves as an ambassador for Thomson Reuters; and performs additional duties as may be delegated to him by the Chairman or the Board from time to time.

Lead Independent Director

Vance Opperman is the Board’s Lead Independent Director. Among other things, responsibilities of our Lead Independent Director include chairing meetings of the independent directors; in consultation with the Chairman, Deputy Chairman and CEO, approving meeting agendas for the Board; as requested, advising the CEO on the quality, quantity, appropriateness and timeliness of information sent by management to the Board; and being available for consultation with the other independent directors as required.

Position Descriptions

Position descriptions for the Chairman, the chair of each committee and the Lead Independent Director have been approved by the Board and help ensure the independent operations of the Board and its committees.

Meetings with and without the CEO/Management

Our Board begins each in-person meeting with an “in-camera” session with the CEO, but no other members of management. This is intended to give the CEO an opportunity to discuss his objectives for the day’s meeting, and for directors to express preliminary observations based on their prior review of meeting materials. This permits a more effective use of time in the Board meeting. A similar session is typically held with the CEO at the end of the meeting, followed by a meeting of the Board without the CEO or other members of management present. Board committees also utilize “in-camera” meetings for discussions without the CEO or members of management present.

Meetings of Independent Directors

As part of each regularly scheduled Board meeting, our independent directors meet as a group without the CEO and without the directors affiliated with Woodbridge. These meetings are chaired by the Lead Independent Director. The Lead Independent Director develops the agenda for these meetings, although discussion has not been limited to it. The agenda generally addresses any issues that might be specific to a public corporation with a controlling shareholder. The Lead Independent Director reports to the Chairman, Deputy Chairman and the CEO on the substance of these meetings to the extent that action is appropriate or required. Five meetings of the independent directors took place in 2019 which were presided over by Mr. Opperman.

Company Secretary

Thomas Kim, Chief Legal Officer, is also Company Secretary to the Board. Directors have access to the advice and services of the Company Secretary.

Access to Management and Professional Advisors

The Board has access to members of management and professional advisors. The Board and its committees may invite any member of senior management, employee, outside advisor or other person to attend or report at any of their meetings. The Board and any of its committees are able to retain an outside independent professional advisor at any time at the expense of our company and have the authority to determine the advisor’s fees and other retention terms. Individual directors are able to retain an outside independent professional advisor at the expense of our company subject to notifying the Corporate Governance Committee in advance.

 

 

 

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The HR Committee retains an independent consulting firm to advise it on compensation matters relating to senior management. The independent consulting firm also reviews executive compensation programs and provides guidance and analysis on plan design and market trends and practices.

The HR Committee also utilizes and relies upon market survey data provided by a consulting firm regarding executive compensation for organizations of comparable size and scope with which Thomson Reuters is most likely to compete for executive talent. Additional information is provided in the “Compensation Discussion and Analysis” section of this circular.

Delegation of Authority

To clarify the division of responsibility between the Board and management, the Board has adopted a delegation of authority policy. This policy delegates certain decision-making and operating authority to senior management and has been adopted by the Board in order to enhance our internal controls and allow management appropriate flexibility to deal with certain matters without obtaining specific Board approval. The Board also delegates certain responsibilities to the Audit Committee, Corporate Governance Committee, HR Committee and Risk Committee, and oversees the committees’ fulfillment of their responsibilities. The responsibilities of each committee are described in more detail below.

Director Attendance

The Board meets regularly in order to discharge its duties effectively. Directors are expected to attend all meetings of the Board including committee meetings, if applicable, and annual meetings of shareholders. The following table provides information about the number of Board and committee meetings in 2019.

 

     Number of Meetings

Board

   9

Audit Committee

   7

Corporate Governance Committee

   6

HR Committee

   6

Risk Committee

   4

Five of the Board’s meetings in 2019 were regularly scheduled, and three other meetings related to the proposed sale of Refinitiv to London Stock Exchange Group plc. All five of the Board’s regularly scheduled meetings were held in person and the other four meetings were held telephonically.

 

 

 

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The following table sets forth the attendance of our directors at Board and committee meetings in 2019. In 2019, average attendance for these individuals at all Board and committee meetings was approximately 97% and approximately 96%, respectively. Ms. Arnold, Mr. Koenigsbauer and Mr. Hasker were not directors during 2019.

 

    Meetings Attended
                 

Director

    Board     % Board
Attendance
  Audit
Committee
  Corp.

Governance
Committee

  HR
Committee
  Risk

Committee

  Committee
Total
  Total
Meetings
  Total%

David Thomson

    8 of 9     89%             8 of 9   89%

James C. Smith

    9 of 9     100%             9 of 9   100%

Sheila C. Bair

    9 of 9     100%   7 of 7       4 of 4   11 of 11   20 of 20   100%

David W. Binet

    9 of 9     100%     6 of 6   6 of 6   4 of 4   16 of 16   25 of 25   100%

W. Edmund Clark, C.M.

    9 of 9     100%     6 of 6   6 of 6     12 of 12   21 of 21   100%

Michael E. Daniels

    8 of 9     89%   5 of 7   5 of 6   4 of 6   3 of 4   17 of 23   25 of 32   78%

Vance K. Opperman

    9 of 9     100%   7 of 7   6 of 6   6 of 6   3 of 4   22 of 23   31 of 32   97%

Kristin C. Peck

    9 of 9     100%     6 of 6   6 of 6     12 of 12   21 of 21   100%

Kim M. Rivera1

    1 of 1     100%             1 of 1   100%

Barry Salzberg

    8 of 9     89%   7 of 7   6 of 6     4 of 4   17 of 17   25 of 26   96%

Peter J. Thomson

    9 of 9     100%       6 of 6     6 of 6   15 of 15   100%

Wulf von Schimmelmann

    9 of 9     100%   7 of 7     6 of 6     13 of 13   22 of 22   100%

 

1

Ms. Rivera was appointed to the Board and the Audit Committee in November 2019.

Controlled Company

Our company is a “controlled company” as a result of Woodbridge’s ownership.

The NYSE corporate governance listing standards require a listed company to have, among other things, solely independent directors on its compensation committee and nominating/corporate governance committee. A “controlled company” (as defined by the NYSE) is a company of which more than 50% of the voting power is held by an individual, group or another company and is exempt from these requirements.

Supplemental guidelines issued by the Canadian Coalition for Good Governance (CCGG) address controlled companies. A “controlled company” (as defined by CCGG) includes corporations with a controlling shareholder who controls a sufficient number of shares to be able to elect the board of directors or to direct the management or policies of the corporation.

While a majority of members of each of the Corporate Governance Committee and the HR Committee of our company are independent, the Board believes it is appropriate for Messrs. Binet, Clark and P. Thomson, who are not considered to be independent under applicable rules because of their affiliation with Woodbridge, to serve on these committees and has approved our reliance on the NYSE’s controlled company exemption to do so. CCGG has stated that it believes it is appropriate for directors who are related to the controlling shareholder to sit on these committees to bring the knowledge and perspective of the controlling shareholder to executive compensation, appointments and Board nominations.

A majority of members of the Risk Committee are independent. No directors affiliated with Woodbridge serve on our Audit Committee, which is required to have solely independent directors.

 

 

 

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Board Committees

This section provides information about the Board’s four committees (Audit, Corporate Governance, HR and Risk), including each committee’s responsibilities, members and activities in 2019. Additional information about each committee is provided below. The following table sets forth the current membership of our four Board committees.

 

     Committee Membership
       

Name of Director

   Audit    Corporate Governance    HR    Risk

Kirk E. Arnold

               

Sheila C. Bair

                (Chair)

David W. Binet

             

W. Edmund Clark, C.M.

           (Chair)     

Michael E. Daniels

      (Chair)      

Kirk Koenigsbauer

               

Vance K. Opperman

           

Kristin C. Peck

               

Kim M. Rivera

                 

Barry Salzberg

   (Chair)           

Peter Thomson

                 

Wulf von Schimmelmann

               

Total

   8    6    8    6

Each of the Board’s committees has a charter. The charters are reviewed annually by the relevant committee and the Corporate Governance Committee. These charters and a committee chair position description are publicly available at www.thomsonreuters.com.

Audit Committee

Responsibilities

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

 

·   

the integrity of financial statements and other financial information relating to our company;

 

·   

the qualifications, independence and performance of the independent auditor (PricewaterhouseCoopers LLP);

 

·   

the adequacy and effectiveness of our internal control over financial reporting and disclosure controls and procedures;

 

·   

the effectiveness of the internal audit function;

 

·   

the overall assessment and management of risk; and

 

·   

any additional matters delegated to the Audit Committee by the Board.

 

 

 

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In the course of fulfilling its mandate, the Audit Committee focused on several topics in 2019, which are reflected in the work plan below.

 

2019 Primary Audit Committee Activities

· Review and discuss the company’s annual and quarterly consolidated financial statements and related MD&A;

· Review our earnings press releases;

· Receive periodic updates from our Corporate Compliance and Audit Department on the internal audit plan and process, internal control over financial reporting and fraud-related matters;

· Receive periodic updates from senior management on financial risk topics such as tax, treasury and accounting;

· Review the scope and plans for the audit of our company’s financial statements;

  

· Review and approve fees to be paid to PricewaterhouseCoopers LLP for its services;

· Discuss with PricewaterhouseCoopers LLP:

· its independence from Thomson Reuters (and receiving disclosures from PricewaterhouseCoopers LLP in this regard);

· all critical accounting policies and practices used or to be used by Thomson Reuters;

· all alternative treatments of financial information within IFRS that have been discussed with management, ramifications of the use of such alternative treatments and the treatment preferred by the auditor; and

· all other matters required to be communicated under IFRS.

Financial Literacy

All members of the Audit Committee are financially literate in accordance with applicable Canadian and U.S. securities rules. Mr. Salzberg qualifies as an “audit committee financial expert” (within the meaning of applicable SEC rules) and meets applicable tests for accounting or related financial management expertise within the meaning of NYSE listing standards.

Audit Committee Members’ Education and Experience

The following is a brief summary of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities. Ms. Rivera was appointed to the Audit Committee in November 2019, Ms. Arnold was appointed in January 2020 and Mr. Koenigsbauer was appointed in March 2020.

 

 

Audit Committee Member

   Education/Experience

Barry Salzberg (Chair)

  

· Former Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited

· Former Professor at Columbia Business School

· Degree in accounting from Brooklyn College, JD from Brooklyn Law School and LLM in Tax from New York University

Kirk E. Arnold

  

· Former Chief Executive Officer of Data Intensity, Inc.

· Former Chief Executive Officer of Keane, Inc.

· Former Chief Executive Officer of NerveWire

Sheila C. Bair

  

· Former Chair of the Federal Deposit Insurance Corporation (FDIC)

· Former Dean’s Professor of Financial Regulatory Policy for the Isenberg School of Management at the University of Massachusetts-Amherst

· Former Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury

· Former Senior Vice President for Government Relations of the New York Stock Exchange

· Former Commissioner of the Commodity Futures Trading Commission

Michael E. Daniels

  

· Over 25 years of executive experience at IBM

· Former member of the Tyco International Ltd. audit committee

· Member of SS&C Technologies Holdings, Inc. and Johnson Controls International plc Boards of directors

Kirk Koenigsbauer

  

· Over 17 years of executive experience at Microsoft

· Responsible for product planning, pricing, sales, marketing and ecosystem development for various Microsoft offerings

Vance K. Opperman

  

· Former President and COO of West Publishing Company

· President and CEO of Key Investment, Inc.

· Former Chair of Audit Committee of Thomson Reuters for over 15 years

· Member of TCF Financial Corporation audit committee

· Represented financial institutions in securities and financial regulations matters as a practicing attorney

Kim M. Rivera

  

· President, Strategy and Business Management and Chief Legal Officer of HP Inc.

· Supported audit committees of two publicly-traded Fortune 500 companies

Wulf von Schimmelmann

  

· Former CEO of Deutsche Postbank AG

· Degree in Economic Sciences and Ph.D in Economics from the University of Zurich

· Member of Maxingvest AG audit committee

 

 

 

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Financial Reporting

The Audit Committee meets to discuss and review our:

 

·   

annual and quarterly earnings releases; and

 

·   

annual and quarterly management’s discussion and analysis (MD&A) and related financial statements.

As is customary for a number of global multinational companies, the Board of Directors has delegated review and approval authority to the Audit Committee for our quarterly earnings releases, MD&A and financial statements. Following the Audit Committee’s recommendation, the full Board reviews and approves our annual MD&A and annual audited financial statements, as required by applicable law.

Prior to an Audit Committee meeting at which draft financial reporting documents will be discussed, a draft is distributed to the members of the Audit Committee for review and comment. The CFO and the Chief Accounting Officer and a representative from the independent auditor meet with the Chair of the Audit Committee to preview the audit-related issues which will be discussed at the Audit Committee meeting. At the Audit Committee meeting, the Chief Accounting Officer discusses the financial statements and disclosure matters and the Audit Committee members are given an opportunity to raise any questions or comments. The independent auditor also participates in the meeting. All of our directors are also provided with a draft and an opportunity to comment before or during the Audit Committee meeting. When the Audit Committee is satisfied with the disclosure, it provides its approval and the material is released.

For the annual report, a draft is distributed to the members of the Board in advance of a Board meeting for their review and approval. At the Board meeting, directors are given an opportunity to raise any questions or comments.

Based upon the reports and discussions described in this circular, and subject to the limitations on the role and responsibilities of the Audit Committee in its charter, the Audit Committee recommended that our Board approve the filing of the audited consolidated financial statements and related MD&A and their inclusion in our annual report for the year ended December 31, 2019.

Independent Auditor

The Audit Committee is responsible for selecting, evaluating and recommending for nomination the independent auditor to be proposed for appointment or re-appointment. The Audit Committee recommended that PricewaterhouseCoopers LLP be re-appointed as our independent auditor to serve until our next meeting of shareholders in 2021 and that our Board submit this appointment to shareholders for approval at the 2020 annual meeting of shareholders. In connection with recommending PricewaterhouseCoopers LLP, the Audit Committee considered the firm’s provision of services to Thomson Reuters over the last year, including the performance of the lead audit engagement partner and the audit team. The Audit Committee also reviewed the appropriateness of PricewaterhouseCoopers LLP’s fees in relation to the size of Thomson Reuters and its global footprint. The Audit Committee continues to be satisfied with PricewaterhouseCoopers LLP’s performance and believes that its continued retention as independent auditor is in the best interests of Thomson Reuters and its shareholders.

Throughout the year, the Audit Committee evaluates and is directly responsible for our company’s relationship with PricewaterhouseCoopers LLP. The Audit Committee appoints PricewaterhouseCoopers LLP as our independent auditor after reviewing and approving its engagement letter. The Audit Committee also determines PricewaterhouseCoopers LLP’s fees.

The Audit Committee and representatives from PricewaterhouseCoopers LLP meet several times during the year. In 2019, representatives from PricewaterhouseCoopers LLP attended each Audit Committee meeting and met with the Audit Committee in separate sessions.

 

 

 

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PricewaterhouseCoopers LLP is accountable to the Audit Committee and reports directly to the Audit Committee.

 

 

On an annual basis, before PricewaterhouseCoopers LLP issues its report on our company’s annual financial statements, the Audit Committee:

 

·   

Confirms that PricewaterhouseCoopers LLP has submitted a written statement describing all of its relationships with Thomson Reuters that, in PricewaterhouseCoopers LLP’s professional judgment, may reasonably be thought to bear on its independence;

 

·   

Discusses any disclosed relationships or services, including any non-audit services, that PricewaterhouseCoopers LLP has provided to Thomson Reuters that may affect its independence;

 

·   

Obtains written confirmation from PricewaterhouseCoopers LLP that it is independent with respect to Thomson Reuters within the meaning of the Rules of Professional Conduct adopted by the Ontario Institute of Chartered Accountants and the standards established by the Public Company Accounting Oversight Board; and

 

·   

Confirms that PricewaterhouseCoopers LLP has complied with applicable law with respect to the rotation of certain members of the audit engagement team for Thomson Reuters.

The Audit Committee has also adopted a policy regarding its pre-approval of all audit and permissible non-audit services provided to our company by PricewaterhouseCoopers LLP.

 

·   

The policy gives detailed guidance to management as to the specific types of services that have been pre-approved by the Audit Committee.

 

·   

The policy requires the Audit Committee’s specific pre-approval of all other permitted types of services that have not already been pre-approved.

The Audit Committee’s charter allows the Audit Committee to delegate to one or more members the authority to evaluate and approve engagements in the event that the need arises for approval between Audit Committee meetings. Pursuant to this charter provision, the Audit Committee has delegated this authority to its Chair. If the Chair approves any such engagements, he must report his approval decisions to the full Audit Committee at its next meeting. For the year ended December 31, 2019, none of the audit-related, tax or all other fees of Thomson Reuters described above made use of the de minimis exception to pre-approval provisions contained in Rule 2-01(c)(7)(i)(c) of SEC Regulation S-X and Section 2.4 of the Canadian Securities Administrators’ Multilateral Instrument 52-110 (Audit Committees).

Internal Audit and Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards. Our company has adopted the Committee of Sponsoring Organizations of the Treadway Commission guidance for implementing our internal control framework as part of compliance with the Sarbanes-Oxley Act and applicable Canadian securities law.

The Corporate Compliance and Audit department of our company, which performs an internal audit function, prepares and oversees the overall plan for our internal control over financial reporting.

Each year, Corporate Compliance and Audit identifies certain processes, entities and/or significant accounts to be within the scope of its internal control focus areas and testing for the year. In determining the proposed scope of its annual internal audit plan, the Corporate Compliance and Audit department identifies, assesses and prioritizes risk to Thomson Reuters and considers both quantitative and qualitative factors.

In the first quarter of 2019, Corporate Compliance and Audit presented an annual internal audit plan to the Audit Committee for its review and approval. The Head of Corporate Compliance and Audit met with the Chair of the Audit Committee to preview the internal audit and internal controls matters which were to be discussed at each Audit Committee meeting. The Head of Corporate Compliance and Audit then provided updates to the Audit Committee at meetings throughout the year. During the second half of 2019, the Corporate Compliance and Audit department tested applicable controls in order to achieve compliance with the required year-end evaluation of the effectiveness of the internal control system.

 

 

 

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Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2019. In March 2020, the Audit Committee reviewed and discussed with management its assessment and report on the effectiveness of our internal control over financial reporting as of December 31, 2019. The Audit Committee also reviewed and discussed with PricewaterhouseCoopers LLP its review and report on the effectiveness of our internal control over financial reporting.

 

 

The Head of the Corporate Compliance and Audit department reports directly to the Audit Committee (with a dotted line reporting relationship to our CFO).

 

 

Disclosure and Communications Controls and Procedures

We have adopted disclosure controls and procedures to ensure that all information required to be disclosed by us in reports and filings with Canadian and U.S. securities regulatory authorities and stock exchanges and other written and oral information that we publicly disclose is recorded, processed, summarized and reported accurately and within the time periods specified by rules and regulations of the securities regulatory authorities. These disclosure controls and procedures are also designed to ensure that this information is accumulated and communicated to management (including the CEO and CFO), as appropriate, to allow timely decisions regarding required disclosure. The Audit Committee receives an annual update from management regarding the adequacy and effectiveness of our disclosure controls and procedures, including the role and responsibilities of management’s disclosure committee.

As required by applicable Canadian and U.S. securities laws, our CEO and CFO provide certifications that they have reviewed our annual and quarterly reports, that the reports contain no untrue statements or omissions of material facts and that the reports fairly present our financial condition, results of operations and cash flows. In addition, the CEO and CFO make certifications regarding our disclosure controls and procedures and internal control over financial reporting. Our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2019.

Risk Assessment and Management

The Audit Committee continues to discuss Thomson Reuters’ guidelines and policies that govern the overall process by which risk assessment and risk management is undertaken at the company. As part of this oversight role, the Audit Committee periodically reviews reports from or meets with the Risk Committee regarding the company’s processes for assessing and managing risk. Risk topics not otherwise assigned to the Audit Committee or the Human Resources Committee are overseen by the Risk Committee, and the Corporate Governance Committee oversees the division of responsibilities between the Board and its committees. As part of this division of responsibilities, the Audit Committee discusses the company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures. As part of its financial risk management oversight responsibilities, the Audit Committee met with management in 2019 to discuss treasury risk management and the external tax environment.

Whistleblower Policy

The Audit Committee has adopted procedures for the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls, auditing matters, and disclosure controls and procedures, as well as procedures for the confidential, anonymous submission of concerns by our employees regarding questionable accounting, internal accounting controls, auditing matters or disclosure controls and procedures. These procedures are set forth in the Thomson Reuters Code of Business Conduct and Ethics, which is described earlier in this circular.

Corporate Governance Committee

The Corporate Governance Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

 

·   

our company’s overall approach to corporate governance;

 

·   

the size, composition and structure of the Thomson Reuters Board and its committees, including the nomination of directors;

 

·   

orientation and continuing education for directors;

 

·   

related party transactions and other matters involving actual or potential conflicts of interest; and

 

·   

any additional matters delegated to the Corporate Governance Committee by the Board.

 

 

 

 

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The following table sets forth the Corporate Governance Committee’s work plan for 2019.

 

2019 Primary Corporate Governance Committee Activities

· Review size, composition and structure of the Board and its committees for effective decision-making, including the addition of new committee members

· Assess director independence, financial literacy and audit committee financial expert status

· Report on the results of Board, committee and director review processes

· Nominate directors for the annual meeting

· Review director compensation

· Review corporate governance disclosure for draft proxy circular

· Review corporate governance guidelines and committee charters

· Review committee composition and chairs

· Board succession planning

· Review external analysis of proxy circular and other shareholder group assessments

· Plan Board, committee and director assessments

· Review compliance with Thomson Reuters Trust Principles

· Report on effectiveness of Thomson Reuters Code of Business Conduct and Ethics

  

Periodically

· Review orientation and continuing education initiatives for directors

· Review position descriptions for Board

· Review related party transactions and conflicts of interest

· Monitor developments in corporate governance and recommend appropriate initiatives as part of overall approach to governance

· Consider agendas for meetings of independent directors

· Review Board and CEO expenses

· Review delegation of authority

· Review share ownership expectations and compliance

· Approve any waivers of Code of Business Conduct and Ethics

· Monitor relationships between senior management and the Board

· Be available as a forum for addressing the concerns of individual directors

· Review D&O insurance

Skills and Experiences of Director Nominees

We believe that our Board reflects an appropriate mix of directors with different skills and experiences. The following table, or skills matrix, summarizes the skills and areas of experience indicated by each director nominee. Our Board believes that these skills and experiences are necessary for it to carry out its mandate. The Corporate Governance Committee takes our skills matrix into consideration when identifying potential new director candidates. The skills matrix is reviewed and updated annually.

 

      LOGO       LOGO       LOGO       LOGO       LOGO       LOGO       LOGO       LOGO       LOGO       LOGO    

 

 

  LOGO

   

 

 

LOGO

 

Accounting/Audit

            X                                                       X       X               X  

Board experience (with other companies)

    X       X       X       X       X       X               X               X       X       X  

Corporate governance

    X       X               X       X       X               X       X       X       X       X  

Corporate Social Responsibility (CSR)

    X                       X       X       X               X       X       X               X  

Executive leadership

    X       X       X       X       X       X       X       X       X       X               X  

Finance

            X               X       X       X                               X               X  

Government relations/public sector

                                    X       X               X       X       X                  

Human Resources/Human Capital Management (HCM)

    X       X       X       X       X       X                               X       X       X  

Industries in which Thomson Reuters Business Segments operate

    X       X               X       X       X               X       X       X       X       X  

International business

    X       X               X       X       X       X               X       X       X       X  

Investment management

    X       X               X       X                       X                       X          

Legal

                            X                               X       X       X                  

M&A

            X               X       X       X       X       X       X       X       X          

Media/Publishing

    X       X               X                               X                       X          

Operations

    X       X                       X       X       X               X       X               X  

Risk management

    X       X               X       X       X               X       X       X               X  

Sales & Marketing

    X       X       X                       X       X               X                          

Strategy

    X       X       X       X       X       X       X       X       X       X               X  

Tax

                                    X                                       X                  

Technology

            X       X                       X       X       X       X       X       X       X  

 

 

 

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Director Qualifications, Recruitment, Board Size and Appointments

The Corporate Governance Committee is responsible for assessing the skills and competencies of current directors, their anticipated tenure and the need for new directors. The Corporate Governance Committee retains a professional search firm to assist it in identifying and evaluating potential director candidates. Through its search firm, the Corporate Governance Committee maintains an evergreen list of potential director candidates.

The Corporate Governance Committee recommends candidates for initial Board membership and Board members for re-nomination. Recommendations are based on character, integrity, judgment, skills and competencies, business experience, record of achievement and any other attributes that would enhance the Board and overall management of the business and affairs of our company.

Diversity is among these other attributes as the Corporate Governance Committee believes that having a diverse Board enhances Board operations. While the Corporate Governance Committee focuses on finding the best qualified candidates for the Board, a nominee’s diversity may be considered favorably in his or her assessment. In March 2020, our company’s Corporate Governance Guidelines were updated and currently reflect that for purposes of those guidelines, diversity includes business experience, thought, style, culture, gender, geographic background, race, visible minorities, national origin, Indigenous persons, religion, gender identity and expression, sexual orientation, disability, age and other personal characteristics.

In identifying candidates for election or re-election, the Board and the Corporate Governance Committee specifically consider the level of representation of women on the Board. Two of the 12 director nominees proposed for election (approximately 17%) at this year’s meeting are women. When the Corporate Governance Committee engages a professional search firm to help identify and evaluate director candidates, the search firm is advised that identifying women candidates is one of the Board’s priorities (along with directors who have technology background and experience).

New Director Appointments Since the 2019 Annual Meeting of Shareholders

Since the 2019 annual meeting of shareholders, we appointed Kim Rivera, Kirk Arnold, Kirk Koenigsbauer and Steve Hasker to our Board. Mr. Hasker is our new CEO effective on March 15, 2020. You can find more information regarding how we identified Mr. Hasker later in this circular.

Kim Rivera was identified by a search firm as a possible Board member, and Kirk Arnold and Kirk Koenigsbauer were identified by existing directors as possible Board members. Ms. Rivera, Ms. Arnold and Mr. Koenigsbauer each met with David Thomson (Chairman), David Binet (Deputy Chairman), Vance Opperman (Lead Independent Director), Mike Daniels (Corporate Governance Committee Chair), Ed Clark (HR Committee Chair), Peter Thomson, Jim Smith (former CEO), and Thomas Kim (Chief Legal Officer and Company Secretary) in order to gauge their appropriateness for the Board, their cultural fit with the existing collaborative character of the Board, and their interest in serving as a Thomson Reuters director.

 

·   

Kim Rivera – In evaluating Ms. Rivera’s profile, the Corporate Governance Committee put weight on her legal and regulatory experience as a General Counsel of a large public company who also had broader executive responsibilities overseeing Strategy and Business Development. In November 2019, the Corporate Governance Committee recommended to our Board that Ms. Rivera be appointed. As part of her appointment, Ms. Rivera joined our Board’s Audit Committee.

 

·   

Kirk Arnold – In evaluating Ms. Arnold’s profile, the Corporate Governance Committee put weight on her over 30 years of experience as an executive in the technology industry at a time when Thomson Reuters is increasingly focusing on connecting professional communities with open, cloud-based platforms that draw together trusted information, innovative technology and deep domain expertise. In January 2020, the Corporate Governance Committee recommended to our Board that Ms. Arnold be appointed. As part of her appointment, Ms. Arnold joined our Board’s Audit Committee and HR Committee.

 

·   

Kirk Koenigsbauer – In evaluating Mr. Koenigsbauer’s profile, the Corporate Governance Committee put weight on his experience in the technology industry as a leader working at global multinational companies. Mr. Koeingsbauer has also been closely involved with a number of investments and was subsequently responsible for the integration of those business. In March 2020, the Corporate Governance Committee recommended to our Board that Mr. Koenigsbauer be appointed. As part of his appointment, Mr. Koenigsbauer joined our Board’s Audit Committee and Risk Committee.

Director Orientation

All new directors are provided with an orientation after their election or appointment to the Board, which includes:

 

·   

Induction materials describing our business, our corporate governance structure and related policies and information; and

 

·   

Meetings with the Chairman, Lead Independent Director, CEO, CFO and other executives.

 

 

 

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The Board’s secure website, management reports and other means of communication provide directors with information to ensure their knowledge and understanding of our business remain current.

Largely in connection with Board and committee meetings, members of senior management prepare memoranda and presentations on strategic and operating matters which are distributed to the directors. These Board papers are often prepared in connection with matters that require director approval under our policies or applicable law and are also used to inform the directors about developments that senior management believe should be brought to the directors’ attention. The Board also periodically receives reports on other non-operational matters, including corporate governance, taxation, pension and treasury matters.

Continuing Education

The Corporate Governance Committee is responsible for confirming that procedures are in place and resources are made available to provide directors with appropriate continuing education opportunities.

Our directors are members of the National Association of Corporate Directors (NACD) and the company pays the cost of that membership. NACD membership provides directors with access to insights, analytics, courses and events.

To facilitate ongoing education, the directors are also entitled to attend external continuing education opportunities at the expense of Thomson Reuters.

As part of our continuing education programs for directors, we previously provided members of the Audit Committee with access to Thomson Reuters’ Checkpoint Learning business, which offers a series of self-directed, online courses and instructor-led webinars and seminars. Courses cover topics such as accounting, auditing, ethics, finance, tax and technology.

The following table summarizes some of the education sessions provided to our directors in 2019:

 

Month

  Topic/Subject   Attendees   Presenter(s)

February

  Executive compensation risks   HR Committee   FW Cook (external compensation consultant)

March

  Cybersecurity   Board   Former U.S. federal government security director, external cybersecurity consultant and Thomson Reuters Director of Cyber Intelligence
    Legal and compliance update   Risk Committee   Thomson Reuters Chief Legal Officer and Chief Compliance Officer
    Disclosure controls and procedures update   Audit Committee   Thomson Reuters internal legal counsel

June

  Enterprise Risk Management frameworks   Risk Committee   External consultant

September

  Cyberbreach disclosure   Risk Committee   Thomson Reuters Chief Legal Officer
    Executive compensation trends and developments   HR Committee   FW Cook (external compensation consultant)

November

  Cybersecurity tabletop exercise   Board   Thomson Reuters Chief Information Security Officer and external legal counsel

Quarterly

  Tax updates   Audit Committee   Thomson Reuters Head of Tax

Quarterly

  Accounting updates   Audit Committee   Thomson Reuters Chief Accounting Officer

Site Visits

In 2019, the Corporate Governance Committee continued its director continuing education/orientation program by facilitating visits by directors to a Thomson Reuters site. The Board coordinates the timing of these site visits to coincide with regularly scheduled Board meetings. This allows substantially all of the directors to participate in the site visits at the same time and then attend a Board meeting as part of one trip. The visits are designed to:

 

·   

Enable directors to update themselves first hand on our key businesses, products and services;

 

·   

Provide an opportunity for directors to interact with key executives, high potential talent and customers; and

 

·   

Give a broader selection of current and future executives the opportunity to meet directors.

In November 2019, the Board held a meeting and had a site visit in the Thomson Reuters offices in the Dallas, Texas area. Directors also had an opportunity to meet with staff of the Thomson Reuters Corporates and Tax & Accounting Professionals business segments.

Feedback on this program from directors and location hosts has been positive and it is expected to continue in 2020.

 

 

 

 

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Conflicts of Interest and Transactions Involving Directors or Officers

In the case of any potential or actual conflict of interest, each director is required to inform the Board and executive officers are required to inform the CEO. We also ask our directors and executive officers about potential or actual conflicts of interest in annual questionnaires. Our policies on conflicts of interest are reflected in our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and in supplemental guidance approved by the Board.

Unless otherwise expressly determined by the Board or relevant committee of the Board, a director who has a conflict of interest in a matter before the Board or such committee must not receive or review any written materials related to the conflict subject area, nor may the director attend any part of a meeting during which the matter is discussed or participate in any vote on the matter, except where the Board or the applicable committee has expressly determined that it is appropriate for him or her to do so.

Significant related party transactions are considered by the Corporate Governance Committee or, where appropriate, a special committee of independent directors or the full Board. If a director has a significant, ongoing and irreconcilable conflict, voluntary resignation from the Board or the conflicting interest may be appropriate or required.

For more information about related party transactions in the last two years, please see the management’s discussion and analysis (MD&A) section of our 2019 annual report.

Board Effectiveness Review

The Corporate Governance Committee periodically reviews the effectiveness of the Board, its committees and individual directors. The Lead Independent Director meets individually with each independent and non-independent director during the year. The Lead Independent Director subsequently provides an update to the Corporate Governance Committee regarding his discussions with individual directors.

From time to time, director questionnaires or surveys are sent to members of the Board to seek feedback and input on the Board’s and committees’ supervision of senior management, strategic planning, risk management, financial reporting, disclosure, governance as well as on the conduct and effectiveness of Board and committee meetings. Results from questionnaires/surveys are initially discussed with the Corporate Governance Committee and an update is provided to the Board.

Annually, the Board reviews its responsibilities by assessing our corporate governance guidelines and each committee of the Board performs an annual review of its charter. The Corporate Governance Committee also reviews various position descriptions on an annual basis.

The Corporate Governance Committee believes that each director continues to be effective and that each director has demonstrated a commitment to his or her role on the Board and its committees. Based on the Corporate Governance Committee’s recommendations, the Board recommends that all of the director nominees be elected at the meeting to be held on June 3, 2020, as each of them is expected to bring valuable skills and experience to the Board and its committees.

HR Committee

The HR Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

 

·   

the selection and retention of senior management;

 

·   

planning for the succession of senior management;

 

·   

talent and professional development for senior management;

 

·   

the compensation of the Chief Executive Officer and other senior management and assessment of compensation risk;

 

·   

human capital management;

 

·   

the management of pension and significant benefit plans for employees; and

 

·   

any additional matters delegated to the HR Committee by the Board.

 

 

 

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The following table provides an overview of the HR Committee’s work plan for 2019.

 

2019 Primary HR Committee Activities

· Compensation review for the CEO and other executive officers

· Annual individual performance evaluation of the CEO and review of evaluations of other executive officers

· Approve 2018 annual incentive award payouts

· Approve 2019 annual and long-term incentive award design and targets

· Review 2020 annual and long-term incentive award design and targets

· Approve compensation disclosure in the annual management proxy circular

· Talent reviews and discussions regarding organizational health and culture

· Succession planning reviews

  

· Compensation program risk assessment

· Compensation trends and regulatory development review

· Compensation peer group review and approval

· Equity share plan reserve analysis

· “Say on pay” modeling

· Retirement plans review

· Review senior management’s share ownership guidelines

· Periodic consideration of certain new senior executive hirings and terminations

The following is a brief summary of the experience of each member of the HR Committee that is relevant to the performance of his or her responsibilities. Ms. Arnold was appointed to the HR Committee in January 2020.

 

 

HR Committee Member

   Experience

W. Edmund Clark, C.M. (Chair)

  

· Former Group President and Chief Executive Officer of TD Bank Group

· Familiarity with global compensation standards

Kirk E. Arnold

  

· Member of Ingersoll Rand Inc. compensation committee

· Member of the Board of Directors of The Predictive Index, a private software company focused on human resource engagement tools and leadership practices

· Senior Lecturer at MIT Sloan School of Management, including teaching a course on compensation strategies

· Former Chief Executive Officer of Data Intensity, Inc., Keane, Inc. and NerveWire

David W. Binet

  

· Former member of the Compensation Committee of CTV Globemedia

· Secretary to the Thomson Reuters HR Committee for 12 years

Michael E. Daniels

  

· Over 25 years of executive experience at IBM

· Familiarity with global compensation standards

· Chair of Johnson Controls International plc compensation committee

Vance K. Opperman

  

· Former President and COO of West Publishing Company

· President and CEO of Key Investment, Inc.

· Chair of TCF Financial Corporation compensation committee

Kristin C. Peck

  

· CEO of Zoetis and member of leadership team

· Former member of Pfizer executive leadership team and HR leadership team

Peter J. Thomson

  

· Chair of Woodbridge and familiar with compensation programs at many companies

· Familiarity with global compensation standards

Wulf von Schimmelmann

  

· Former CEO of Deutsche Postbank AG and chair of the HR Committee

· Former member of Deutsche Post DHL AG HR Committee

Human Capital Management

Our human capital practices and initiatives are designed to attract, motivate and retain high quality and talented employees across all of our businesses who feel valued, are provided with opportunities to grow, and are driven to succeed. The HR Committee and our Board regularly engage with management on a variety of human capital topics that apply to our current workforce of approximately 25,000 employees, such as compensation and benefits, culture and employee engagement, talent acquisition/development, and diversity and inclusion. The Board and management engage in detailed succession planning discussions for all senior roles, and the principles employed at the senior-most levels of the organization are embraced by management throughout the entire organization. A more detailed discussion of some of these topics is provided later in this section.

Over the last two years, oversight of human capital management has been a greater focus area for the HR Committee and the Board in light of the F&R transaction, which effectively split our global workforce in half during 2018 between Thomson Reuters and our Refinitiv partnership with private equity funds affiliated with Blackstone. The F&R transaction resulted in significant organizational changes and our ability to successfully evolve our human capital is essential to our strategy and future success. As part of these ongoing discussions, management has been periodically reporting metrics and data to the HR Committee and Board

 

 

 

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on various human capital topics, which has informed our directors in providing management with feedback and input. While we voluntarily publish numerous human capital-related metrics and data in our securities filings and on our website, some metrics and data are not publicly disclosed due to competitive considerations.

We expect that human capital management will continue to be an important focus area in the future for the Board and its committees because it ensures solid stewardship of our organization, supports important societal objectives, and is key to ensuring strategic advantage in the marketplace.

Compensation Planning

The HR Committee’s responsibilities include establishing, implementing and overseeing our compensation policies and programs. A detailed discussion of the HR Committee’s responsibilities in this area is provided in the “Compensation Discussion and Analysis” section of this circular.

CEO Performance Evaluation and Objectives Setting

The HR Committee assists the Board in setting objectives each year for the CEO. The HR Committee evaluates the performance of the CEO against these objectives at year end. The HR Committee reports to the full Board on the objectives for the forthcoming year and the performance against objectives in the preceding year. The HR Committee also maintains a written position description for the CEO.

Talent Management and Succession Planning

A robust framework directly aligned with our business priorities is in place to enable an integrated approach to talent management and succession planning. We commit to developing a strong leadership pipeline by providing our current and future leaders with opportunities to learn and transform themselves, to drive business performance and add customer value. The CEO and Chief People Officer are stewards of enterprise talent agenda and sponsor key development programs that build a robust and diverse leadership bench.

We integrate our talent and succession planning process with the primary objective of having high performing individuals in critical roles across the organization. In 2019, we continued to embed our “Talent to Value” approach through which we closely monitor and mitigate risk for approximately 50 identified roles that we believe drive outsized value for Thomson Reuters. In doing this, we manage talent similar to how we manage capital, differentiating investment in and development of talent in these roles. We believe that this improves our ability to deliver against our plan and it can have the greatest impact on the value agenda.

Stepping up advancement of women and other diverse talent into key leadership roles continues to be a top priority and is reinforced by our commitment to develop a robust pipeline of diverse leaders. This, coupled with our philosophy to develop and promote from within, strengthens our culture, retains our key talent and provides more options for succession. We also complement this with selective external hiring to procure critical skills, close any talent gaps and foster diverse thinking.

The HR Committee plays a key role in overseeing talent management and succession planning strategies, with strong support from our CEO and Chief People Officer and as such, the HR Committee is regularly updated on the leadership development, and engagement of our employees. The HR Committee also partners with the CEO and the Chief People Officer in reviewing succession and developmental plans for executive management, critical talent and succession risk metrics, progress made over the year and plans for the upcoming year.

CEO and CFO Succession Planning

During 2019 and in the first part of 2020, the Board, together with the HR Committee, focused on identifying successors to Mr. Smith and Mr. Bello as part of ordinary course succession planning.

In February 2020, the Board selected Mr. Hasker as our next CEO after an extensive search process that included consideration of external and internal candidates. As part of the interview process, Mr. Hasker met with David Thomson (Chairman), David Binet (Deputy Chairman), Vance Opperman (Lead Independent Director), Mike Daniels (Corporate Governance Committee Chair), Ed Clark (HR Committee Chair), Peter Thomson, Jim Smith (former CEO), Mary Alice Vuicic (Chief People Officer) and Thomas Kim (Chief Legal Officer and Company Secretary). The Board, together with Mr. Smith and other members of management who met him during the interview process, felt Mr. Hasker was the right leader to take our company forward. The Board in particular valued Mr. Hasker’s previous experience and his deep expertise in data, business information, technology and professional services.

For the last few years, Mr. Eastwood has been a regular attendee at various Board and committee meetings. As part of the CFO succession planning process, the Board valued Mr. Eastwood’s success in various finance leadership roles at our company over

 

 

 

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20 years and felt that his experience at, and knowledge about, Thomson Reuters would complement the new perspectives that Mr. Hasker would bring into our organization as an external hire.

In connection with determining compensation packages for Mr. Hasker and Mr. Eastwood, the Chair of the HR Committee consulted with the HR Committee’s independent compensation consultant and Ms. Vuicic.

To achieve a smooth and seamless transition, the Board also felt it was important for Mr. Smith and Mr. Bello to remain with our organization for a period of time after Mr. Hasker and Mr. Eastwood took on their new roles.

Following a thoughtful succession planning process, the Board is confident that Mr. Hasker and Mr. Eastwood are the right leaders to continue to drive shareholder value.

Diversity and Inclusion

Diversity. Inclusion. They are more than just words for us. They are an integral part of our values, guiding us in everything we do. As an organization with diverse businesses competing in the global marketplace, we understand that one of the most effective ways of meeting and exceeding the needs of our diverse customers and shareholders is to have a workforce that reflects diversity.

We also acknowledge that creative ideas and innovative solutions only happen when we foster an environment that helps people bring their uniqueness to work. We believe that a culture where every employee is treated with respect, feels valued and has a sense of belonging will help employees unleash their true potential. Our objective is to seek out and hire talented, dedicated individuals from all walks of life and give them an opportunity to learn, develop and succeed within Thomson Reuters.

Women in Leadership

A key component of our diversity and inclusion approach is identification, development and advancement of women globally for leadership and executive officer positions. As of December 31, 2019, the overall representation of women in senior leadership positions at Thomson Reuters and our subsidiaries was 34%, below our goal of 40% by end of 2020. This goal is strongly embedded into our talent practices and we are committed to drive continued efforts in this area. In addition, seven members of the CEO’s Operating Committee are women, including the President of the Tax & Accounting Professionals segment (Charlotte Rushton), the President of our Global Print segment (Elizabeth Beastrom), the Managing Director of Asia & Emerging Markets (Jackie Rhodes), our Chief People Officer (Mary Alice Vuicic), our Chief Marketing Officer (Laura Wilbanks), our Chief Digital Officer (Karen Stroup) and our Chief Compliance Officer (Priscilla Hughes). Two of our 10 executive officers (Ms. Rushton and Ms. Vuicic) are women (20%).

We are focused on accelerating the development of women to strengthen our succession bench through various strategic initiatives, including the launch of our Inclusion Council chaired by our CEO, and our LeadHership1 and Leadership Program for Women development programs focused on developing early and mid-career women, respectively, accelerating their growth and readiness and enabling them to realize their full potential.

Risk Committee

Responsibilities

The Risk Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

 

·   

Thomson Reuters’ identification, assessment and management of enterprise risks, other than financial risks (which are overseen by the Audit Committee) or risks related to talent/employee matters (which are overseen by the HR Committee); and

 

·   

any additional matters delegated to the Risk Committee by the Board.

In 2019, the Risk Committee met with senior management to review the company’s controls and policies regarding risk assessment and risk management, including the steps and process taken to monitor and control risks. As part of this review, senior management presented an overview of its 2019 ERM process to the Risk Committee. The overview reflected key risks identified by management and a proposed calendar of future meetings for “deep dive” reviews and discussions about specific risks (at the Board or committee level). While the Risk Committee oversees and manages our company’s framework policies and procedures with respect to risk identification, assessment and management, it is the responsibility of our CEO and senior management to identify, assess and manage our company’s risks through the design, implementation and maintenance of our ERM program. The Risk Committee’s responsibilities include reviewing and approving the ERM framework on an annual basis.

 

 

 

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The following table sets forth the Risk Committee’s work plan for 2019.

 

2019 Primary Risk Activities

·   Approve top 2019 ERM risks

·   Discuss cybersecurity, data protection controls, business continuity/disaster recovery systems and other information security matters

·   Discuss strategic risks, particularly those related to emerging technologies

·   Discuss legal and regulatory compliance risks that are not overseen by the Audit Committee

·   Discuss technology separation risks related to Thomson Reuters’ separation from Refinitiv (its former Financial & Risk business)

·   Review risk scorecards

·   Approve 2020 ERM framework

  

Periodically

·    Table-top exercises on topics such as cybersecurity

·   “Deep dives” on selected risk topics

·   Discuss reputational risks, other than those related to compliance with the Thomson Reuters Trust Principles, which are overseen by the Corporate Governance Committee

 

Joint Audit Committee and Risk Committee Meetings

As part of the Board’s risk assessment and risk management oversight, the Audit Committee and the Risk Committee met jointly two times in 2019 to discuss topics of interest to each committee. These meetings were held after one committee ended its own scheduled meeting, and prior to the start of the other committee’s own scheduled meeting. The joint committee meetings were co-chaired by Mr. Salzberg (Audit Committee Chair) and Ms. Bair (Risk Committee Chair).

The topics discussed by the joint committees in 2019 were the following:

 

·   

Review of 2019 internal audit work plan;

 

·   

Review of “Risk Factors” disclosure for the 2019 annual report; and

 

·   

Update on technology and operational separation related to Thomson Reuters’ separation from Refinitiv (its former Financial & Risk business

Joint meetings of the Audit Committee and Risk Committee will continue in 2020.

 

 

 

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About Our Independent Auditor

 

 

HIGHLIGHTS

 

· 

We are proposing to re-appoint PricewaterhouseCoopers LLP (U.S.) as our independent auditor for another year until the 2021 annual meeting of shareholders.

 

 

The Board unanimously recommends that PricewaterhouseCoopers LLP (U.S.) be appointed as the auditor of our company, to hold office until the next annual meeting of shareholders. It is also recommended that the Board be authorized to fix the remuneration of PricewaterhouseCoopers LLP (U.S.).

The following table sets forth fees related to services rendered by PricewaterhouseCoopers LLP and its affiliates in 2019 and 2018.

 

(in millions of U.S. dollars)

     2019        2018  

Audit fees

   $ 13.2      $ 18.5  

Audit-related fees

     1.4        12.9  

Tax fees

     4.7        3.8  

All other fees

     0.1        0.1  

Total

   $ 19.4      $ 35.3  

The following are descriptions of fees for services rendered by PricewaterhouseCoopers LLP in 2019 and 2018.

Audit Fees

These audit fees were for professional services rendered for the audits of consolidated financial statements, reviews of interim financial statements included in periodic reports, audits related to internal control over financial reporting, statutory audits and services that generally only the independent auditor can reasonably provide, such as comfort letters and consents. These services included French translations of our financial statements, MD&A and financial information included in our interim and annual filings and prospectuses and other offering documents.

Audit-related Fees

These audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the “audit fees” category above. These services included subsidiary carve-out audits (including for the sale of a majority interest in our F&R business), transaction due diligence, internal control attestation engagements, licensing of technical research material, audits of various employee benefit plans and agreed-upon procedures principally related to executive compensation reporting in the management proxy circular.

Tax Fees

Tax fees were for tax compliance, tax advice and tax planning. These services included the preparation and review of corporate and expatriate tax returns, assistance with tax audits and transfer pricing matters, advisory services relating to federal, state, provincial and international tax compliance, and restructurings, mergers and acquisitions.

All Other Fees

Fees disclosed in the tables above under the item “all other fees” were for services other than the audit fees, audit-related fees and tax fees described above. These services include independent IT process reviews.

Pre-approval Policies and Procedures

Information regarding our policy regarding pre-approval of all audit and permissible non-audit services is set forth in the corporate governance disclosure included earlier in this circular.

 

 

 

 

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Shareholder Engagement

 

 

HIGHLIGHTS

 

· 

We actively engage with our shareholders throughout the year.

 

· 

We welcome feedback and input from our shareholders.

 

 

Thomson Reuters actively engages with its shareholders on a variety of topics, including:

 

·   

Financial performance

 

·   

Corporate/growth strategy

 

·   

Corporate governance

 

·   

Executive compensation

 

·   

Human capital management

 

·   

Diversity and inclusion

In 2019, shareholder engagement was conducted by different leaders and groups across our company, including:

 

·   

Investor Relations

 

·   

Our former CEO and CFO

 

·   

Chair of the Human Resources Committee, Chief People Officer and Head of Reward

On a day-to-day basis, inquiries or other communications from shareholders to management are answered by our Investor Relations and other Corporate departments or are referred to another appropriate person in our company.

Our earnings conference calls are broadcast live via webcast and are accessible to interested shareholders, the media and members of the public.

Presentations given by senior executives at investor conferences are promptly made public in the “Investor Relations” section of our website. Some of our non-management directors have attended our Investor Day meetings with major shareholders and analysts.

At the annual meeting, shareholders in attendance are provided with an opportunity to ask questions to our Board, CEO, CFO and other members of senior management in attendance.

Our company also has meetings throughout the year with shareholders, shareholder advocacy groups and financial analysts. In 2019, we received a shareholder proposal in connection with last year’s annual and special meeting of shareholders. Even though the proposal did not receive significant support by our shareholders, we engaged with a representative of the shareholder proponents twice after the meeting to better understand and discuss their requests.

Shareholders with questions about our company are encouraged to contact our Investor Relations department by e-mail at investor.relations@thomsonreuters.com or by phone at 1.332.219.1046.

Shareholders and other interested parties may contact the Board or its non-management or independent directors as a group, or the directors who preside over their meetings, by e-mail at board@thomsonreuters.com or by writing to them c/o Thomas Kim, Chief Legal Officer & Company Secretary, Thomson Reuters, 333 Bay Street, Suite 300, Toronto, Ontario, M5H 2R2, Canada.

 

 

 

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Advisory Resolution on Executive Compensation (Say On Pay)

 

 

HIGHLIGHTS

 

· 

We are proposing a non-binding advisory “say on pay” resolution related to executive compensation.

 

· 

This is a recommended best practice of the Canadian Coalition for Good Governance (CCGG).

 

· 

We plan to continue holding this advisory vote on an annual basis.

 

 

Our overall philosophy regarding executive compensation is to pay for performance. We believe this drives our management team to achieve higher levels of results for the benefit of Thomson Reuters and our shareholders. In the “Compensation Discussion and Analysis” section of this circular, we explain our compensation principles, how we design our compensation program and why we pay each component of compensation.

As part of our dialogue with shareholders about our executive compensation programs, we are once again proposing a “say on pay” advisory resolution for this year’s meeting (as we have done since 2008). An identical resolution was approved by approximately 96% of the votes cast at last year’s annual meeting of shareholders. Over the last five years, an average of approximately 98% of votes have been cast “for” our “say on pay” advisory resolutions.

As this is an advisory resolution, the results will not be binding upon the Board. However, the Board will take voting results into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase its engagement with shareholders on compensation-related matters.

We will disclose the results of the shareholder advisory resolution as part of our report on voting results for the meeting.

Our “named executive officers” for purposes of the “Compensation Discussion and Analysis” section of this circular are our former CEO (Jim Smith), our former CFO (Stephane Bello) and the three other most highly compensated executive officers as of December 31, 2019 (Michael Friedenberg – President, Reuters News; Brian Peccarelli – Chief Operating Officer, Customer Markets; and Neil Masterson – Chief Operating Officer, Operations & Enablement). As discussed in this circular, Mr. Smith served as our CEO and Mr. Bello served as our CFO until March 15, 2020. To achieve a smooth and seamless CEO and CFO transition, Mr. Smith and Mr. Bello will remain with our organization through part of 2021. Mr. Masterson’s last day at Thomson Reuters will be on July 31, 2020.

Our current CEO (Steve Hasker) and CFO (Mike Eastwood) are not considered named executive officers for purposes of this circular because they were each appointed to their new roles on March 15, 2020. However, to provide shareholders with information about their pay and the philosophy under which it was structured, we discuss some aspects of Mr. Hasker’s and Mr. Eastwood’s respective compensation in the “Compensation Discussion and Analysis” section of this circular.

Shareholders with questions about our compensation programs are encouraged to contact our Investor Relations department by e-mail at investor.relations@thomsonreuters.com or by phone at 1.332.219.1046.

The Board unanimously recommends that you vote FOR the following resolution:

“RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation as described in the 2020 management proxy circular.”

 

 

 

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Compensation Discussion and Analysis

 

 

Executive Summary

“Pay for performance” is the foundation of our compensation philosophy for our named executive officers. Their compensation is primarily variable and performance-based, utilizing multiple and complementary financial measures that are aligned with our strategy to drive shareholder value. This section explains our compensation principles, how we design our compensation program, why we pay each component of compensation and how we performed and what we paid to our named executive officers in 2019. This section also includes information on the new compensation arrangements entered into with Steve Hasker, who was appointed CEO on March 15, 2020, and Mike Eastwood, who was appointed CFO on the same day. We also discuss the new compensation arrangements with Mr. Smith and Mr. Bello related to their transitions from CEO and CFO, respectively.

2019 was our first full year of operations since selling a majority interest in our former Financial & Risk business (F&R, which is now known as Refinitiv) and restructuring our company into customer-focused segments. Our new structure moved decision making closer to the customer while allowing us to improve service offerings to our customers.

 

     Year ended December 31,  
               Change  
       
(millions of U.S. dollars, except per share amounts and margins)    2019      2018      Total     

Constant

Currency

 

IFRS Financial Measures

           

Revenues

     5,906        5,501        7%     

Operating profit

     1,199        780        54%     

Diluted EPS (includes discontinued operations)

     $3.11        $5.88        (47%)     

Cash flow from operations (includes discontinued operations)

     702        2,062        (66%)     

Non-IFRS Financial Measures(1)

           

Revenues

     5,906        5,501        7%        8%  

Organic revenue growth

              4%  

Adjusted EBITDA

     1,493        1,365        9%        8%  

Adjusted EBITDA margin

     25.3%        24.8%        50bp        (10)bp  

Adjusted EPS

     $1.29        $0.75        72%        65%  

Free cash flow (includes discontinued operations)

     159        1,107        (86%)           

(1) Refer to Appendices A and B of the management’s discussion and analysis section of our 2019 annual report for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measurements.

2019 was the eighth consecutive year that we met or exceeded the performance metrics in our external financial outlook, which was originally communicated in February and raised in August with respect to certain performance measures. The updated outlook assumed constant currency rates relative to 2018 and included the impact of closed acquisitions and dispositions. The table below compares our actual performance to the updated outlook:

 

Non-IFRS Financial Measures(1)   

2019 Outlook

(Before currency and excluding

the impact of future

acquisitions/dispositions)

   2019 Actual Performance
(Before  currency)(2)

Revenue Growth

  

7% - 8.5%

3.5% - 4.0% organic(3)

  

8.5%

3.7%

  

Adjusted EBITDA

   $1.45 billion - $1.5 billion    $1.48 billion   

Total Corporate costs

    Core Corporate costs

    Stranded costs

    One-Time costs

  

Approximately $570 million

Approximately $140 million

Approximately $100 million

Approximately $330 million

  

$575 million(4)

$131 million

$100 million

$344 million

  

 

 

 

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Non-IFRS Financial Measures(1)   

2019 Outlook

(Before currency and excluding

the impact of future

acquisitions/dispositions)

   2019 Actual Performance
(Before currency)(2)

Free cash flow

   $0 - $300 million    $159 million   

Capital expenditures, as a percentage of revenues

   Approximately 9%    8.6%   

Depreciation and amortization of computer software

   $600 million - $625 million    $608 million   

Interest expense

   $150 million - $175 million    $163 million   

Effective tax rate on adjusted earnings

   16% - 19%    11%   

(1) Refer to Appendices A and B of the management’s discussion and analysis section of our 2019 annual report for additional information and reconciliations of our non-IFRS financial measures to the most directly comparable IFRS financial measurements.

(2) Our 2019 performance (before currency) was measured in constant currency rates relative to 2018, except for the 2019 free cash flow performance which was reflected at actual rates.

(3) For purposes of the organic growth calculation, the initial contract value of the company’s 30-year agreement with Refinitiv that was signed on October 1, 2018 was treated as an acquisition until October 1, 2019.

(4) Includes $71 million of capital expenditures that were associated with our program to reposition our company after the separation from F&R.

In 2019, we successfully executed against our five priorities:

 

We delivered higher revenue growth – In 2019, we were focused on accelerating revenue growth, both organically and inorganically. Our new customer segments, which are aligned around the customer, allowed us to concentrate more on the customer experience and offer full value propositions to address the needs of each customer.

 

We created a more customer-focused operating model – We refined our focus on customers by developing clearer, more cohesive and more distinctive solutions in each of our new segments. We pursued opportunities to enhance our go-to-market capabilities, which are focused on customer experiences and our sales and service practices. Our customers are faced with a rapidly evolving global regulatory framework, fast-paced technological change and new business models that demand efficiency. We believe that our subject matter expertise, positioning, brand and scale are strengths that will drive customers to partner with our company for solutions that are tailored to their workflows and designed to help make their operations more efficient. In late 2018 and during 2019, we deployed over half of our $2 billion reinvestment fund by making four strategic acquisitions that strengthened our value proposition and we are currently exploring opportunities to deploy the remaining amount later this year.

 

We served customers through digital channels – We increased investments in our digital platforms and propositions in an effort to provide a more robust and seamless end-to-end digital customer experience. By improving digital capabilities, we believe that more customers will find, buy and obtain support for our products online. We believe that an improved digital platform will also allow us to reach our smaller customers in a more cost-effective manner and improve overall customer retention.

 

We simplified our company – We continued to simplify our business by reducing the number of products in our business, headcount and physical office locations. We also continued to simplify commercial relationships, with a focus on streamlining contracts, policies and product offerings. We also focused on efficiently exiting transition services agreements as part of the separation of Thomson Reuters and Refinitiv.

 

We invested in our people – In connection with restructuring our business, we have appointed several new leaders over the last two years (including a new CEO and CFO in March 2020). Our current leadership team exhibits commercial acumen and customer-centricity that we are modeling across the organization. We have also built a flatter organization with fewer management layers, ensuring less distance between leadership and our customers. In 2019, we also launched a new “Ways of Working” initiative across the organization to foster a culture of innovation, empowerment and partnership.

We believe that our compensation program is strongly connected to our ability to achieve success for Thomson Reuters.

 

2019 compensation decisions were aligned with our strategic objectives – During 2019, the HR Committee was actively engaged in reviewing and discussing the design and approach to our compensation, talent and culture programs to fit the Thomson Reuters of the future.

 

     

In 2019, a significant portion of executive pay was at risk and linked to both operational performance and stock price. 88% of our former CEO’s 2019 target compensation was variable and approximately 74% of the other named executive officers’ 2019 target compensation was variable. We did not increase 2019 base salaries or the value of target annual and long-term incentive awards granted in 2019 to our named executive officers, except for an increase for Mr. Friedenberg (which is discussed later in this compensation discussion and analysis).

 

 

 

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Our incentive plan goals reflected our published business outlook, operating plan and long-term strategy. Annual incentive awards focused on growth objectives for the year with metrics based on organic revenues, organic book of business and cash operating income (adjusted EBITDA less capital expenditures). Our 2019 annual incentive plan awards were based 100% on Thomson Reuters’ consolidated results. Our financial performance ended up exceeding our targets, which resulted in an annual incentive plan payout that was higher than target. 2019 annual incentive awards for all of our named executive officers had a payout of approximately 124% of target based on financial performance.

 

     

Performance restricted share units (PRSUs) granted as long-term incentive awards for the three-year period ended December 31, 2019 were earned at 98.67% of target, reflecting actual performance for 2017 (the first year of the cycle) and a deemed 100% performance for 2018 and 2019 (the last two years of the cycle) due to complexities associated with measuring 2018 and 2019 performance in light of the F&R transaction. 2017-2019 PRSU awards were designed to measure performance for payout purposes based on the three-year average for each award metric. The impact of effectively splitting our company in half in 2018 made the initial performance goals no longer measurable on a comparable basis.

 

Our compensation program is strongly aligned with shareholder return and value – In this compensation discussion and analysis section, we provide graphs that show our executive officer compensation over the last five years has been strongly aligned with total shareholder return. We also require our executive officers to maintain meaningful levels of share ownership that are multiples of their respective base salaries, creating a strong link to our shareholders and the long-term success of our company.

 

We benchmark executive compensation and performance against global peer companies that we compete with for customers and talent – In 2019, the HR Committee continued to utilize a global peer group for executive compensation purposes that reflects our company’s smaller size since the F&R transaction closed. Our global peer group does not include other Canadian companies with a common Global Industry Classification System (GICS) code. While we acknowledge that proxy advisors tend to focus on these companies, we believe that they do not provide a meaningful or relevant comparison of our competitive market for talent given the particular executive talent pool from which we recruit and the significant differences in industries, businesses and operational strategy between our companies and other Canadian companies with a common GICS code. The HR Committee does, however, use a Canadian peer group given our company’s increasing presence in Toronto. This Canadian peer group is also referenced by the HR Committee as part of executive compensation benchmarking.

 

Our compensation program is aligned with good governance practices and has received strong shareholder support in recent years – Our plans and programs reflect strong governance principles. The HR Committee has an independent advisor (FW Cook) for executive compensation matters. We also engage with our shareholders on compensation matters during the year and we provide a “say on pay” resolution each year at our annual meeting of shareholders. Over the last five years, approximately 98% of votes have been cast “for” our “say on pay” advisory resolutions.

 

We do not believe that we have any problematic pay practices and risk is taken into account in our compensation programs The HR Committee’s independent advisor is of the view that our compensation program appears unlikely to create incentives for excessive risk taking and includes meaningful safeguards to mitigate compensation program risk.

Looking Forward: Key 2020 Compensation Developments and Decisions

New CEO and CFO Agreements

We appointed Steve Hasker as our new CEO and Mike Eastwood as our new CFO effective on March 15, 2020. The target compensation for both executives is significantly lower than their predecessors and generally aligns with the global peer group median or below. When the Board approved new compensation arrangements for our new CEO and CFO in February 2020:

 

  ·   

Our new CEO’s 2020 target total direct compensation was approximately 28% lower than our former CEO’s 2019 target total direct compensation.

 

  ·   

Our new CFO’s 2020 target total direct compensation was approximately 26% lower than our former CFO’s 2019 target total direct compensation.

Similar to the compensation arrangements for our former CEO and CFO, the compensation arrangements for our new CEO and CFO are primarily variable and performance-based, utilizing multiple and complementary financial measures that are aligned to our strategy to drive shareholder value.

 

 

 

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LOGO

  

Steve Hasker (new CEO)

 

On February 25, 2020, we announced that Steve Hasker had been appointed CEO of our company, effective on March 15, 2020. Prior to joining Thomson Reuters in February 2020, Mr. Hasker was Senior Adviser to TPG Capital, a private equity firm, from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG Capital portfolio company, from January 2018 to August 2019. Mr. Hasker served as Global President and Chief Operating Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as Nielsen’s President, Global Products from November 2009 to January 2014. Mr. Hasker spent more than a decade with McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to 2009. Before joining McKinsey, Mr. Hasker spent five years in several financial roles in the United States, Russia and Australia. Mr. Hasker has an undergraduate economics degree from the University of Melbourne and received an MBA and master’s in international affairs from Columbia University.

The following table summarizes Mr. Hasker’s target total direct compensation for 2020 on an annualized basis. In setting Mr. Hasker’s target total direct compensation, the Board considered market data from our global and Canadian peer groups and positioned his pay to appropriately reflect the scope of his role and his prior leadership experience. Mr. Hasker’s 2020 target total direct compensation generally aligns with the 50th percentile of our global peer group. A significant portion of Mr. Hasker’s target total direct compensation is variable pay, with the majority of his total pay linked to the long-term performance of the company. We agreed that Mr. Hasker would be entitled to a 2020 annual incentive award for the full year, as opposed to being pro-rated for the number of days that he worked at our company this year.

Mr. Hasker’s compensation is paid in Canadian dollars. Applicable amounts have been translated to U.S. dollars using the Canadian/U.S. dollar exchange rate as of April 7, 2020, which was C$1 = US$0.70909.

 

       
            Target Total Direct Compensation (2020)      Fixed      Variable  
      C$      US$     % of base salary                  

Base salary

     C$1,495,000        US$1,060,090              12       

Annual incentive award

     C$2,990,000        US$2,120,179       200             23

Long-term incentive awards

     C$8,222,500        US$5,830,493       550             65

Total

     C$12,707,500        US$9,010,762              12      88

We paid Mr. Hasker a sign-on cash bonus of C$2,990,000 in connection with joining our company. The bonus represented a one-time payment to incentivize Mr. Hasker to join Thomson Reuters and was also in lieu of our company providing him with certain standard relocation benefits. If Mr. Hasker voluntarily leaves our company other than for good reason or his employment is terminated by our company for cause before the completion of 24 months of service, he will repay the pro-rata portion of the after-tax amount of his sign-on bonus within 30 days of separation.

Additional information regarding Mr. Hasker’s arrangements is provided later in this circular.

 

 

LOGO

  

Mike Eastwood (new CFO)

 

On February 25, 2020, we announced that Mike Eastwood had been appointed CFO of our company, effective on March 15, 2020. Mr. Eastwood joined Thomson in 1998 and has had several senior finance roles. Mr. Eastwood was previously Senior Vice President and Head of Corporate Finance from January 2016 to March 14, 2020. Prior to that, he was Chief Operations Officer for Thomson Reuters Latin America from April 2014 to December 2015. Mr. Eastwood was also previously Chief Financial Officer of the company’s former Intellectual Property & Science business (which was sold in 2016). Mr. Eastwood received an MBA from the University of North Carolina.

The following table summarizes Mr. Eastwood’s target total direct compensation for 2020 on an annualized basis. In setting Mr. Eastwood’s target total direct compensation, the Board considered market data from our global and Canadian peer groups and positioned his pay appropriately to reflect that he is new to his role. Mr. Eastwood’s 2020 target total direct compensation generally aligns with the 25th percentile of our global peer group. A significant portion of Mr. Eastwood’s total direct compensation is variable pay with half of his total pay linked to the long-term performance of the company.

 

 

 

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Mr. Eastwood’s compensation is paid in Canadian dollars. Applicable amounts have been translated to U.S. dollars using the Canadian/U.S. dollar exchange rate as of April 7, 2020, which was C$1 = US$0.70909.

 

       
            Target Total Direct Compensation (2020)      Fixed      Variable  
      C$      US$     % of base salary                  

Base salary

     C$925,000        US$655,908              22       

Annual incentive award

     C$1,156,250        US$819,885       125             28

Long-term incentive awards

     C$2,081,250        US$1,475,794       225             50

Total

     C$4,162,500        US$2,951,587              22      78

Additional information regarding Mr. Eastwood’s arrangements is provided later in this circular.

CEO Transition Agreement

On March 15, 2020, Mr. Smith became Chairman of the Thomson Reuters Foundation and Special Advisor to the CEO. We entered into a new agreement with Mr. Smith, which is discussed later in this circular.

CFO Transition Agreement

On March 15, 2020, Mr. Bello became Vice Chairman and President of our Enterprise Centre. We entered into a new agreement with Mr. Bello, which is discussed later in this circular.

Other Compensation Decisions

In March 2020, the HR Committee decided not to increase named executive officers’ 2020 base salaries after an evaluation of current market positioning of their compensation. Our named executive officers’ target annual and long-term incentive awards for 2020 were reflected at the same percentages of base salary as their 2019 targets, except for Mr. Peccarelli. The HR Committee decided to increase the percentage of base salary of Mr. Peccarelli’s 2020 annual and long-term incentive awards due to the scope of his role and to position his compensation more appropriately against the market. The HR Committee focused on providing this increase solely through aspects of Mr. Peccarelli’s incentive compensation that is linked to company and share price performance.

No changes were made to financial performance metrics and weightings for 2020 annual and long-term incentive awards. The HR Committee established challenging performance targets for 2020 annual and long-term incentive awards. The HR Committee approved these performance targets in February and early March without the benefit of being able to consider the more recent developments regarding the evolving impact of the COVID-19 pandemic on our business. The HR Committee plans to monitor and assess this impact.

2020 annual incentive awards for our named executive officers are weighted 1/3 each on organic revenue, organic book of business and adjusted EBITDA less capital expenditures performance. All metrics are based on Thomson Reuters consolidated performance, which the HR Committee believes promotes teamwork and enables more enterprise collaboration.

2020 long-term incentive awards for our named executive officers are split between 50% PRSUs, 25% TRSUs and 25% stock options. PRSUs granted for the 2020-2022 performance period are weighted 50% each on average organic revenue growth and average free cash flow per share performance. The HR Committee believes that organic revenue growth over a multi-year period complements the same metric as reflected in 2020 annual incentive awards and aligns to the company’s strategic priorities. The HR Committee also believes that including a component of TRSUs in long-term awards balances the award mix and supports retention, while still promoting a performance culture in the organization.

While Mr. Smith’s and Mr. Bello’s respective 2020 compensation will include a base salary, annual incentive award and long-term incentive awards, their 2021 compensation (for the time period through their respective scheduled retirement dates) will only consist of a base salary.

The HR Committee believes that the 2020 compensation program continues to align executive pay with the company’s annual and long-term strategic and financial performance objectives.

 

 

 

 

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Our 2019 Compensation Program

The HR Committee of the Board structured our 2019 compensation program in a way that was consistent with our strategic objectives. A named executive officer’s total compensation typically comprises the following components. We describe each of these components in more detail later in this section.

 

       

Component

 

Description

  Type  

2019 Measures

   Form   Purpose

Base salary

  Payments made throughout
the year at an established rate.
  Fixed   Individual performance, role, responsibilities and experience.    Cash   Provides predictable amount of fixed income as short-term compensation.

Annual incentive award

  Variable payment made in March after results for the previous year are available, and dependent on company performance against objective financial targets established at the beginning of the year and subject to adjustment based on individual performance.   Performance-
based
 

Organic revenues (1/3).

 

Adjusted EBITDA less capital expenditures (1/3).

 

Organic “book of business” based on annualized contract value (ACV) (1/3).

 

Individual performance factor (+/- 15%) based on performance against key individual strategic objectives (applicable for named executive officers other than the CEO).

   Cash   Focuses executives on our financial goals and objectives for the year.

Long-term incentive award

 

Grants of:

 

· PRSUs (50%) that vest after completion of a three-year period, dependent on company performance against multi-year objective financial targets;

 

· TRSUs (25%) that vest at the same time as PRSUs; and

 

· Stock options (25%) with an exercise price equal to the fair market value of our shares on the grant date; options are subject to time vesting conditions

  Primarily
performance-
based
 

Organic revenues (50% of PRSU financial metrics)

 

Free cash flow per share (50% of PRSU financial metrics)

 

Value tied to share price performance.

   Equity  

Commits executives to delivering on our financial goals over the long term.

 

Strongly links their pay to our share price, and supports retention objectives.

 

Helps retain critical talent and recognize superior performance.

Aligns their interests to shareholder interests.

 

 

 

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Component

 

Description

  Type  

2019 Measures

   Form   Purpose

Retirement and health and

welfare-related benefits

  Savings and deferred compensation plans, life and disability insurance, group medical and dental.            Various  

Most of these programs are broad-based employee programs, consistent with customary market practice and competitive factors. Messrs. Smith and Bello also have individual supplemental executive retirement plans (SERPs).

 

Messrs. Hasker and Eastwood do not have SERPs.

Perquisites and other

personal benefits

  Limited and includes executive physicals and tax and financial planning assistance. Limited personal use of corporate aircraft.            Various   Encourages maintenance of health and sound finances in a cost effective manner for our company, and minimizes distractions for executives.

Periodic/special long-term

equity awards1

  Grants of additional TRSUs or additional PRSUs with vesting over a specified period of years.   Time-
vested or
performance-
based
  Value tied to share price performance for TRSU grants and also to performance metrics for PRSU grants.    Equity  

Reward exceptional performance and for retention.

 

Assist with attracting executive talent.

 

1

No periodic/special long-term equity awards were granted to our named executive officers in 2019.

Our executive officers (including Mr. Hasker and Mr. Eastwood) are also subject to share ownership guidelines. Additional information is provided later in this compensation discussion and analysis.

Our Process for Designing and Determining Executive Compensation

HR Committee

The HR Committee’s responsibilities include establishing, implementing and overseeing our compensation policies and programs, executive talent review and succession planning processes. One of the HR Committee’s key responsibilities is approving compensation arrangements for the CEO and other executive officers. The Board recognizes the importance of appointing knowledgeable and experienced individuals to the HR Committee who have the necessary background in executive compensation to fulfill the HR Committee’s obligations to the Board and our shareholders. Each member of the HR Committee has direct experience as a senior leader that is relevant to his or her responsibilities in executive compensation. Additional information about the HR Committee is included earlier in this circular in our discussion of the Board and corporate governance.

Management

Our Chief People Officer and other members of the Human Resources department are responsible for overseeing the day-to-day design, implementation, administration and management of our various compensation and benefits policies and plans, including base salaries, annual and long-term incentives, retirement savings, health and welfare. The CEO, Chief People Officer and other senior executives in the Human Resources, Finance and Legal departments regularly attend HR Committee meetings. Throughout the year, management provides recommendations to the HR Committee on a wide range of compensation matters.

Our Principal Shareholder

We recognize that executive compensation is a key area of interest for shareholders. Woodbridge, our principal shareholder, actively monitors this aspect of our governance given its importance to the achievement of our financial performance goals and long-term success. With its substantial equity investment in Thomson Reuters, Woodbridge considers that its interests as a shareholder are aligned with those of all other shareholders. A majority of the HR Committee’s members are independent directors and Messrs. Binet, Clark and P. Thomson serve as non-independent directors. David Thomson, Chairman of the Board, regularly attends meetings of the HR Committee as an observer.

 

 

 

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Independent Advisors

The HR Committee has retained an outside consulting firm, Frederic W. Cook & Co., Inc. (FW Cook), to serve as an independent advisor on matters relating to executive compensation since 1998. Representatives of FW Cook generally attend HR Committee meetings, including meeting privately, or “in-camera”, with the committee (when no members of management are present) and have discussions with the Chair and other members of the HR Committee from time to time outside of regularly scheduled meetings.

As part of its ongoing services to the HR Committee, FW Cook assists in evaluating the competitive positioning of senior executive compensation levels and provides guidance and analysis on plan design and market trends and practices to ensure that our program provides executives with competitive compensation opportunities, links compensation to performance and shareholder value creation, is efficient from accounting, tax and cash flow perspectives, and is supportive of emerging best practice corporate governance principles.

FW Cook does not provide any services to Thomson Reuters other than those provided directly to the HR Committee. Any use of FW Cook by Thomson Reuters management would require the HR Committee’s prior approval. In 2019 and 2018, we paid FW Cook the following fees:

 

   
       2019        2018        Percentage of total fees  

Executive compensation-related fees

   $ 162,181      $ 123,318        100%  

All other fees

   $ –            $ –               

Total annual fees

   $ 162,181      $ 123,318        100%  

The HR Committee believes that it is important to receive objective recommendations and input from its outside compensation advisor. SEC and NYSE rules require the compensation committee of U.S. public companies to consider six independence-related factors when selecting their compensation advisor and determining whether certain conflicts of interest disclosures must be made. Although foreign private issuers such as Thomson Reuters are exempt from these rules, the HR Committee once again considered them in March 2020 in relation to FW Cook. The six factors considered by the HR Committee were:

 

1.

The provision of other services to Thomson Reuters by the firm;

 

2.

The amount of fees received from Thomson Reuters by the firm as a percentage of the total revenue of the firm;

 

3.

The policies and procedures of the firm that are designed to prevent conflicts of interest;

 

4.

Any business or personal relationship of the advisor with a member of the HR Committee;

 

5.

Any stock of Thomson Reuters owned by the advisor; and

 

6.

Any business or personal relationship of the advisor or firm with an executive officer of Thomson Reuters.

Based on disclosures provided to the HR Committee by FW Cook and in questionnaires provided by our directors and executive officers, the HR Committee views FW Cook as independent.

In 2019, management also continued to engage its own consultant to provide it with executive compensation consulting services, including competitive compensation analyses and advice on various other matters.

 

 

 

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Our Key Compensation Principles

 

·   

Pay for performance is the foundation of our executive compensation program

 

·   

Incentive performance goals are linked to key measures of our company’s performance and strategy

 

·   

Our executives should accumulate and retain equity in our company to align their interests with our shareholders

 

·   

We provide competitive compensation opportunities

 

·   

Our compensation programs take risk into account and do not encourage unnecessary or excessive risk taking

Below, we describe how each of these key compensation principles drives our executive management team to achieve higher levels of results for the benefit of Thomson Reuters and our shareholders.

“PAY FOR PERFORMANCE” IS THE FOUNDATION OF OUR EXECUTIVE COMPENSATION

We believe that tying a significant component of pay to our company’s achievement of specific financial performance goals and changes in our share price motivates our executives to achieve exceptional performance and focus on the goals and objectives that are of the most value to Thomson Reuters.

As shown below, approximately 88% of Mr. Smith’s 2019 target compensation was variable, which included approximately 65% awarded as long-term incentive grants in the form of PRSUs, TRSUs and stock options. On average, approximately 74% of the other named executive officers’ 2019 target compensation was variable, which included approximately 42% awarded as long-term incentive grants in the form of PRSUs, TRSUs and stock options.

 

LOGO

As mentioned earlier in this section, 88% of Mr. Hasker’s 2020 target compensation and 78% of Mr. Eastwood’s 2020 target compensation is variable.

As part of its review of executive compensation, the HR Committee reviews targeted values for each component of compensation for each named executive officer. In determining the mix and relative weighting of cash (base salary and annual incentive awards) versus equity-based incentives, the HR Committee considers the appropriate proportion of compensation that should be variable based on the executive’s ability to affect and influence our annual and long-term results and advance the interests of shareholders as well as the compensation mix for similar positions at comparable companies. In general, the proportion of total pay delivered through variable short-term and long-term performance-based compensation increases directly with an executive’s level of operational/financial responsibility. The HR Committee believes this mix and weighting aligns the interests of executives with those of shareholders, provides significant performance incentives and assists in keeping us competitive in the market for high-quality executives.

INCENTIVE PERFORMANCE GOALS ARE LINKED TO KEY MEASURES OF OUR COMPANY’S PERFORMANCE AND STRATEGY

Annual incentive awards

The HR Committee sets performance goals for our annual incentive awards that focus on superior performance, taking into account current market conditions. The financial performance goals set by the HR Committee reflect our published business outlook, operating plan and long-term strategy. Annual incentive awards are designed to incentivize individual performance and drive accountability for results. An executive’s annual incentive award opportunity is expressed as a percentage of base salary.

 

 

 

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The following table sets forth annual incentive award payouts to our named executive officers as a percentage of target for the years indicated. Payout percentages below have been rounded to the nearest whole percentage. Additional information about 2019 annual incentive award targets and performance is provided later in this compensation discussion and analysis.

 

   

Performance Year

                 Payout Year        Payout as a percentage of target  

2019

                 2020        124%  

2018

                 2019        129%  

2017

                 2018        94%  

2016

                 2017        83%  

2015

                 2016        105%  

5-year average

                        107%  

Long-term incentive awards

An executive’s long-term incentive award opportunity is also expressed as a percentage of base salary, and an executive’s percentage may be modified up or down for a particular year based on future potential and past performance. In addition, our long-term incentive awards are designed to optimally balance alignment with key drivers of total shareholder return, accountability for longer-term results and overall executive retention. Financial performance measures reflected in PRSUs granted as long-term incentive awards complement measures in annual incentive awards.

The following table sets forth payouts for our PRSU awards as a percentage of target for the years indicated. Payout percentages below have been rounded to the nearest whole percentage. Additional information about PRSUs for the 2017-2019 performance period is provided later in this compensation discussion and analysis.

 

   

Performance Period

     Payout Year        Payout as a percentage of target  

2017-2019

     2020        99%  

2016-2018

     2019        100%  

2015-2017

     2018        145%  

2014-2016

     2017        170%  

2013-2015

     2016        57%  

5-year average

            114%  

Discretionary adjustment authority

For both annual incentive awards and PRSUs granted as part of long-term incentive awards, the HR Committee is authorized to make discretionary adjustments (outside of the design principles discussed above, which operate mechanically without discretion) to deal with extraordinary, non-recurring or unanticipated business conditions that materially affected our results (positively and negatively), the fairness of the performance targets, or the impact of external changes which have unduly influenced our ability to meet the targets. Due to complexities associated with determining consolidated company performance for PRSUs granted for the 2016-2018 and 2017-2019 performance periods as a result of the F&R transaction, the HR Committee decided to determine payouts for these awards based on actual performance as of December 31, 2017 and a deemed 100% performance for remaining periods (with payouts to occur as originally scheduled in 2019 and 2020, respectively). No discretionary adjustments of this type were made in determining payouts for 2019 annual incentive awards paid to our named executive officers.

Non-IFRS financial measures

Most of the financial metrics that we use in our annual and long-term incentive awards described in this circular are non-IFRS financial measures. Later in this section, we discuss our annual and long-term incentive awards in more detail, and we explain why we use these metrics as part of our performance goals. Please also see the “Additional Information – Non-IFRS Financial Measures” section of this circular for more information about our non-IFRS financial measures.

 

 

 

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OUR EXECUTIVES SHOULD ACCUMULATE AND RETAIN EQUITY IN OUR COMPANY TO ALIGN THEIR INTERESTS WITH OUR SHAREHOLDERS

Our long-term incentive awards are all equity-based and, together with our share ownership guidelines, align the interests of our executives with those of our shareholders and enable our executives to share in our long-term growth and success. Executives are aligned with shareholders because this part of their compensation is tied directly to the long-term performance of the price of our shares.

PRSUs, TRSUs and stock options are designed to reward executives for increases in shareholder value and thereby foster strong alignment between management and shareholders. They also support important management retention objectives as a result of the vesting requirements, which are over a period of years. From time to time, we also grant off-cycle TRSUs or PRSUs on a highly selective basis to high-performing executives in connection with promotions and for retention and recognition of high potential, superior performance and contributions to the company.

Through our share ownership guidelines, Mr. Hasker and other executive officers are required to acquire and maintain an equity interest in Thomson Reuters with a value equal to a multiple of their base salary. Until the guideline is met, executive officers must retain a specified percentage of the shares that they acquire (after applicable tax withholdings) through option exercises and the vesting of PRSUs and TRSUs. Unvested PRSUs and TRSUs and vested/unvested stock options do not count toward the guidelines. Share prices of all public companies are subject to market volatility. As a result, executive share ownership guidelines reflect a “once met, always met” standard. This means that if an executive has met his or her applicable ownership guideline multiple and a subsequent decline in the Thomson Reuters share price causes the value of his or her ownership to fall below the applicable threshold, the executive will be considered to be in compliance with the guidelines so long as he or she continues to hold the number of shares that were owned at the time when he or she achieved the guidelines.

The following table shows the share ownership guidelines for Mr. Hasker, Mr. Eastwood and our named executive officers (other than Mr. Smith), as well as their actual share ownership, based on the closing price of our shares on the NYSE on April 7, 2020. All share values and ownership are as of April 7, 2020.

Mr. Smith has agreed with our company to retain specified minimum levels of ownership interests in Thomson Reuters equity through July 12, 2022 (one year after his anticipated retirement date on July 12, 2021). Mr. Bello remains subject to share ownership guidelines in his new role.

Mr. Hasker and Mr. Eastwood each became subject to share ownership guidelines on March 15, 2020. Mr. Friedenberg became subject to share ownership guidelines in December 2018.

 

     Minimum Share Ownership      Actual Share Ownership  
       
Name    (base salary multiple)    ($)      (base salary multiple)      ($)  

Steve Hasker

   6x      6,360,5371                

Mike Eastwood

   4x      2,623,6332        0.5x        337,423  

Stephane Bello

   3x      3,000,000        13.2x        13,160,926  

Michael Friedenberg

   3x      2,550,000        1.1x        945,697  

Brian Peccarelli

   3x      2,250,000        7.4x        5,555,465  

Neil Masterson

   3x      2,250,000        3.3x        2,445,211  

 

1   Mr. Hasker has an annual base salary of C$1,495,000 and he is paid in Canadian dollars. Applicable amounts have been translated to U.S. dollars using the Canadian/U.S. dollar exchange rate as of April 7, 2020, which was C$1 = US$0.70909.
2   Mr. Eastwood has an annual base salary of C$925,000 and he is paid in Canadian dollars. Applicable amounts have been translated to U.S. dollars using the Canadian/U.S. dollar exchange rate as of April 7, 2020, which was C$1 = US$0.70909.

 

 

 

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WE PROVIDE COMPETITIVE COMPENSATION OPPORTUNITIES

The HR Committee utilizes independent market surveys and peer group data to evaluate the competitiveness of our compensation programs. The HR Committee refers to these benchmarks, either wholly or in part, when establishing individual components and overall compensation of our executives to assess the differences between our compensation program and those of the market and the peer group.

On an annual basis, the HR Committee evaluates each named executive officer’s compensation and compares each element (e.g., base salary, annual incentive and long term incentive) and their total direct compensation (TDC), which consists of target base salary, target annual incentive award value, target long term incentive award value and the annualized value of any special grants that are outstanding. This TDC is compared for each named executive officer against compensation peer group data, as discussed below, to both understand the competitive level of an individual’s pay as well to make decisions on each person’s future competitive compensation position.

Market data is one of several data points used by the HR Committee for setting compensation. While the HR Committee does not target a specific competitive level of pay, the HR Committee does consider the overall competitive market as well as the experience, skills, contribution, historical and expected performance of each executive in its decision making. The HR Committee also considers differences between the scope and criticality of the role at Thomson Reuters and at peers, internal equity and retention risk.

Target compensation for our former CEO and CFO had been established based on market data for companies of similar size and complexity prior to the closing of the F&R transaction. The HR Committe