EX-99.1 2 eh2000472_ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1


Notice of Meeting and Management Proxy Circular
Annual and Special Meeting of Teck Resources Limited
to be held April 21, 2020





Notice of Annual and Special Meeting of Shareholders
of Teck Resources Limited
When:
Where:
Tuesday, April 21, 2020
MacKenzie Room, Fairmont Waterfront Hotel
12:00 p.m. (local time)
900 Canada Place Way, Vancouver, BC

At the annual and special Meeting (the “Meeting”), shareholders will be asked to:

1)
receive the consolidated financial statements for the year ended December 31, 2019 and the auditor’s report thereon;

2)
elect 12 directors;

3)
appoint PricewaterhouseCoopers LLP as auditor;

4)
vote on an advisory resolution with respect to Teck’s approach to executive compensation;

5)
vote on a resolution to amend Teck’s 2010 Stock Option Plan to increase the number of Class B subordinate voting shares reserved for issuance thereunder and to ratify the grant of an aggregate of 18,000,000 stock options issued thereunder; and

6)
consider any other business that may properly come before the Meeting.
You can read about each item of business starting on page 1 of the management proxy circular (the “Circular”), which also has information on voting and about our directors, governance and compensation.
You have the right to vote if you were a Teck shareholder as of the close of business on February 28, 2020.
Your vote is important.  If you are unable to attend the Meeting, you are encouraged to vote by proxy.  To ensure your vote is counted, your proxy must be received by our transfer agent, AST Trust Company (Canada) (“AST”) by 12:00 p.m. (PDT) on Friday, April 17, 2020 (the “Proxy Deadline”).  Detailed voting instructions for registered and non-registered shareholders begins on page 5 of the Circular.
Notice-and-Access
We are using notice-and-access procedures to deliver our meeting materials to registered and beneficial shareholders. You are receiving this notice with information on how you can access the Circular electronically, along with a proxy – or, in the case of non-registered shareholders, a voting instruction form – for use in voting at the Meeting or submitting your voting instructions.  Shareholders with existing instructions on their account to receive paper material will receive paper copies of Meeting materials.
The Circular, proxy, and 2019 annual report are available on our website at www.Teck.com/reports and will remain on the website for at least one full year.  You can also access the Meeting materials, financial statements and management’s discussion and analysis under Teck’s name at www.sedar.com and www.sec.gov/edgar.
The Circular contains important information about Teck and the Meeting. We encourage you to review it prior to voting.
Requests for paper materials should be received at least 7 business days in advance of the Proxy Deadline in order to receive the meeting materials on time.
Have questions about Notice-and-Access or want to obtain free paper copies?

Registered shareholders:
Email: fulfilment@astfinancial.com
Phone: 1 888 433 6443

Non-registered shareholders:
Phone: 1 855 887 2244

Not sure if you’re a registered shareholder? See page 7 for more information.

 
By order of the Board of Directors,
 
     
 
“Amanda Robinson”
 
     
 
Corporate Secretary and Legal Counsel
 
 
February 28, 2020
 


i


Dear Shareholders:
You are invited to join us at the annual and special Meeting of shareholders of Teck Resources Limited to be held on Tuesday, April 21, 2020 at 12:00 p.m. Pacific Daylight Time in the MacKenzie Room, Fairmont Waterfront Hotel,  900 Canada Place Way, Vancouver, British Columbia.
This notice of meeting and the accompanying management proxy circular outline the business to be conducted at the meeting and provide information on the director nominees, executive compensation, and corporate governance at Teck.  We hope that you will take the time to read the circular in advance of the meeting as it provides background information that will help you exercise your right to vote.  Even if you cannot attend the meeting in person, we encourage you to vote.  Instructions on how you can exercise your voting rights are found beginning on page 7 of the circular.
If you are able to attend the meeting in person, there will be an opportunity to ask questions.

“Sheila A. Murray”
 
“Donald R. Lindsay”
     
     
Sheila A. Murray
Chair of the Board
 
Donald R. Lindsay
President and Chief Executive Officer



ii


Contents
i
iii
1
1)
1
2)
1
3)
1
4)
1
5)
2
6)
4
5
5
5
5
6
6
6
7
7
7
8
8
8
9
9
15
16
16
17
18
19
20
20
22
27
28


iii


31
32
33
34
34
35
36
38
38
39
41
41
44
49
50
50
56
58
58
59
61
62
63
64
66
68
69
69
69
69
69
70
73


iv


Business of the Meeting


1)
Receive Financial Statements
We will present Teck’s audited consolidated financial statements for the year ended December 31, 2019, together with the auditor’s report thereon.  The financial statements are contained in our 2019 Annual Report, which is available on Teck’s website at www.Teck.com/reports.


2)
Elect Directors
Twelve directors will be elected to serve on our board until the close of the next annual meeting or until their successors are elected or appointed.  You can find information about each of the nominated directors beginning on page 9.
The Board recommends that you vote FOR each nominated director


3)
Appointment of Auditor
The Board recommends the re-appointment of PricewaterhouseCoopers LLP as Teck’s auditor, with its remuneration to be set by the Board.
The fees paid to the auditor for the years ended December 31, 2019 and 2018 are as follows:
 
2019
($000)
2018
($000)
Audit Services
Includes services that are provided by the external auditor in connection with the audit of the financial statements and internal controls over financial reporting.
5,371
4,950
Audit Related Services
Includes assurance and related services that are related to the performance of the audit and pension plan and special purpose audits.
365
340
Tax Fees
Fees are for corporate and international expatriate tax services.
288
306
All Other Fees
Amounts relate to a number of projects, greenhouse gas verification and sustainability assurance, as well as subscriptions to online accounting guidance and publications.
653
1,011

The independence of the external auditor is monitored by the Audit Committee as part of a robust regulatory framework, which includes requirements for rotation of the lead audit partner and the auditor’s own internal independence procedures.
The Board recommends that you vote FOR PricewaterhouseCoopers LLP


4)
Advisory Resolution on Executive Compensation
In order to provide shareholders with an opportunity to have a “say on pay”, since 2011 we have held a vote on a non-binding advisory resolution on Teck’s approach to executive compensation.
The Compensation, Talent & Technology Committee (the “Compensation Committee”) and the Board will consider the outcome of the vote as part of their ongoing review of executive compensation.
At the meeting, shareholders will vote on the following resolution:
1

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in Teck Resources Limited’s Management Proxy Circular delivered in advance of the 2020 Annual and Special Meeting of shareholders.
The results of Teck’s “say on pay” vote at the previous two annual meetings are set out below:
Year
Percentage of all shares voted in favour
Percentage of Class B subordinate shares voted in favour
2019
97.4%
93.9%
2018
97.6%
94.5%
The purpose of Teck’s executive compensation program is to attract, motivate, reward, and retain highly qualified and experienced executives, and to ensure that a significant proportion of their compensation reflects Teck’s financial performance. You can find information on our executive compensation program beginning on page 44, including details of the components, objectives, and administration of the program.

The Board recommends that you vote FOR the advisory resolution to accept our approach to executive compensation


5)
Amendment of Stock Option Plan
Teck’s 2010 Stock Option Plan (the “2010 Plan”) provides for the issuance of a fixed number of up to 28,000,000 Class B subordinate voting Shares pursuant to stock options issued under the 2010 Plan to full-time employees of the Corporate or a subsidiary.  This represents approximately 5.19% of the issued and outstanding Class B subordinate voting shares as at the Record Date on a non-diluted basis.  The Board believes that the granting of awards under the 2010 Plan is an important part of Teck’s compensation program that helps to attract and retain talented officers and employees.  The 2010 Plan is currently the only compensation plan providing for the issuance of Teck securities as compensation and, as such, is the only security-based compensation arrangement for the purposes of the TSX Company Manual.

As of the record date, 24,895,017 stock options are issued and outstanding under the 2010 Plan, including 5,471,220 stock options that were granted on February 25, 2020, of which 3,690,130 are subject to ratification by Teck shareholders as the total number of options issued under the 2010 Plan has exceeded the previously approved maximum number of Class B subordinate voting shares issuable under the 2010 Plan. None of the options subject to ratification are held by non-executive directors of Teck, who are not eligible to participate in the 2010 Plan, however, 2,494,150 options have been allocated to the following insiders of Teck, with the remaining 2,977,070 granted to non-insiders:
Name
Title
# of stock options subject to
shareholder ratification
Exercise Price
D.R. Lindsay
President and CEO
730,000
$14.06
R.A. Millos
SVP, Finance and CFO
162,000
$14.06
P.C. Rozee
SVP, Commercial & Legal Affairs
162,000
$14.06
A.J. Golding
SVP, Corporate Development
151,000
$14.06
M.M. Smith
SVP, Sustainability & External Affairs
151,000
$14.06
D.A. Andres
SVP, Base Metals
151,000
$14.06
A.N. Christopher
SVP, Exploration, Projects & Technical Services
151,000
$14.06


2


Name
Title
# of stock options subject to
shareholder ratification
Exercise Price
R. Foley
SVP, Marketing & Logistics
99,000
$14.06
K. McFadyen
SVP, Energy
99,000
$14.06
A.K. Milner
SVP and Chief Transformation Officer
99,000
$14.06
H.F. Phillips
SVP, Investor Relations & Strategic Analysis
72,750
$14.06
R.B. Sheremeta
SVP, Coal
151,000
$14.06
D.C. Winsor
SVP and Chief Human Resources Officer
99,000
$14.06
L.M. Davey
VP, Planning & Development, Coal
52,250
$14.06
S. Dorri
VP, Business Development
33,000
$14.06
M.C. Joudrie
VP, Corporate Development
33,000
$14.06
D.J. Powrie
VP, Tax
88,250
$14.06
A.R. Robinson
Corporate Secretary and Counsel
9,900
$14.06
While Teck has reduced the proportion of management compensation that is represented by options, in favour of an increased proportion of performance share units, options still represent approximately 50% of equity-based compensation and are a valuable means of providing compensation that is competitive with our industry peers.
None of the options subject to ratification may be exercised until shareholders have approved the increase in the maximum number of Class B subordinate voting shares that may be issued under the 2010 Plan.  On February 20, 2020, the Board authorized, subject to shareholder approval, an increase in the maximum number of shares that may be issued under the 2010 Plan of 18,000,000 shares, which includes 3,690,130 Class B subordinate voting shares that may be issued pursuant to the stock options subject to ratification by shareholders and 14,309,870 Class B subordinate voting shares that will be available for issuance in connection with future stock option grants.  If the resolution approving the increase of the number of Class B subordinate shares available for grant under the plan and ratifying the grant the 3,690,130 options does not pass at the Meeting, the option grant will be cancelled.
The following table sets for the maximum potential dilution under the 2010 Plan, both before and after the proposed increase, based on the 539,534,793 Class B subordinate voting shares issued and outstanding as of the Record Date:
   
Class B subordinate voting shares subject to outstanding options currently approved by shareholders
(a)
   
Class B subordinate voting shares subject to outstanding options not currently approved by shareholders
(b)
   
Class B subordinate voting shares available for future option grants before proposed increase of 18,000,000 Class B subordinate voting shares
(c)
   
Class B subordinate voting shares available for future option grants after proposed increase of 18,000,000 Class B subordinate voting shares, less the number of Class B subordinate voting shares under column
(b) (d)
   
Maximum Class B subordinate voting shares subject to outstanding options and available for future option grants (the total of columns (a), (b) and (d))
 
Number of Class B subordinate voting shares
   
21,204,887
     
3,690,130
     
0
     
14,309,870
     
39,204,887
 
Percentage of Class B subordinate voting shares
   
3.93
%
   
0.68
%
   
0.00
%
   
2.65
%
   
7.27
%

3

The proposed increase has been conditionally approved by the Toronto Stock Exchange and must be approved by shareholders.  At the meeting, shareholders will vote on the following resolution:

Resolved, as an ordinary resolution, that:
1.
the number of Class B subordinate voting shares of the Corporation reserved for issuance upon the exercise of stock options under the Teck Resources Limited 2010 Stock Option Plan, as amended (the “Plan”), is hereby increased by an additional 18,000,000 Class B subordinate voting shares, such that the aggregate number of Class B subordinate voting shares to be reserved for issuance upon the exercise of stock options under the Plan shall be 46,000,000 Class B subordinate voting shares, and the maximum number of Class B subordinate voting shares issuable under the Plan, including Class B subordinate voting shares that have been issued upon exercise of stock options since inception of the Plan, shall be 46,000,000 Class B subordinate voting shares;
2.
the grant of an aggregate of 3,690,130 stock options exercisable for Class B subordinate voting shares to officers and employees of the Corporation and its affiliates, each of which has an exercise price of $14.06 and expires February 25, 2030, is hereby ratified, confirmed and approved; and
3.
any officer of the Corporation be and is hereby authorized to take such actions as such officer may determine to be necessary or advisable to implement this resolution, such determination to be conclusively evidenced by the taking of any such actions.”
The Board recommends that you vote FOR the resolution increasing the number of Class B subordinate voting shares available for issuance under the 2010 Plan by 18,000,000 and ratifying the grant of 3,690,130 stock options.


6)
Other Business
If other items of business are properly brought before the Meeting, you or your proxyholder can vote on such matters.  Teck is not aware of any other items of business to be considered.


4

General Information
In this Circular, unless otherwise noted:
 
All information is as of the Record Date;
 
All dollar amounts are in Canadian dollars;
 
References to shareholders are references to registered shareholders; and
 
References to “Teck”, the “Corporation”, “we”, “us”, or “our” are references to Teck Resources Limited and its consolidated subsidiaries.
Solicitation of Proxies
Proxies are being solicited by Teck’s management in connection with the Meeting. Solicitation will be primarily by mail, but may be supplemented by solicitation by Teck directors, officers, and employees without special compensation.  Teck will pay the cost of any solicitation.
Quorum
In order for the meeting to proceed, there must be at least 3 shareholders present in person or by proxy who hold shares representing at least 20% of the votes that could be cast at the Meeting.
Voting Shares and Principal Holders of Voting Shares
Teck is authorized to issue an unlimited number of Class A common shares with 100 votes per share, an unlimited number of Class B subordinate voting shares, with one vote per share, and an unlimited number of preference shares, issuable in series.
At February 28, 2020, the following shares were outstanding:
Class
 
Number
   
Percentage of Aggregate Votes
 
Class A common shares
   
7,765,503
     
59.0
%
Class B subordinate voting shares
   
539,534,793
     
41.0
%
Except as set out below, to the knowledge of Teck’s directors and officers, no person or company beneficially owns or exercises control or direction, directly or indirectly, over shares carrying more than 10% of the votes attached to any class of Teck’s voting securities.
Name of Shareholder
 
Class A Number(3)
   
Class A Votes (%)
   
Class B Number(3)
   
Class B Votes (%)
   
Aggregate Votes (%)
 
Temagami Mining Company Limited(1)
   
4,300,000
     
55.4
%
   
725,000
     
0.1
%
   
32.7
%
SMM Resources Incorporated
   
1,469,000
     
18.9
%
   
295,800
     
0.05
%
   
11.2
%
Fullbloom Investment Corporation(2)
 
Nil
     
N/A
     
59,304,474
     
11.0
%
   
4.5
%
(1)
Keevil Holding Corporation (“Keevil Holdco”) beneficially owns 51.16% of the outstanding shares of Temagami Mining Company Limited (“Temagami”) and SMM Resources Incorporated, a wholly-owned subsidiary of Sumitomo Metal Mining Co., Ltd. (“SMM”), beneficially owns 48.84% of the outstanding shares of Temagami.
(2)
Fullbloom Investment Corporation is a wholly-owned subsidiary of China Investment Corporation (“CIC”)
(3)
Holdings based on public filings as at the record date.

The Class A common shares trade on the Toronto Stock Exchange (“TSX”) under the symbol “TECK.A”. The Class B subordinate voting shares trade on the TSX under the symbol “TECK.B” and on the New York Stock Exchange (“NYSE”) under the symbol “TECK”.

Access the Circular and our 2019 annual report on our website at www.Teck.com/reports or under Teck’s name at www.sedar.com and www.sec.gov/edgar



5

Notice-and-Access
Teck is relying on the "notice and access" provisions available under applicable securities laws and an exemption received from Corporations Canada for delivery of meeting materials to its registered and beneficial shareholders.  Shareholders who do not have instructions on their accounts to receive paper material will receive the notice of meeting, which contains information on how to obtain electronic and paper copies of proxy-related materials in advance of the Meeting, as well as a proxy or voting instruction form, and a financial statement return card.
Using notice and access reduces our printing and mailing costs and is more environmentally friendly, without reducing access to information about Teck.
Annual and Interim Reports
Teck is relying on an exemption received from Corporations Canada for delivery of financial statements to its registered shareholders and will only be mailing paper copies of the financial statements to registered shareholders who have standing instructions on their accounts to receive paper copies. Registered shareholders who have consented to electronic delivery will still receive the 2019 Annual Report by email.
If you are a beneficial shareholder who has requested to receive proxy-related materials and do not have instructions on your account to receive paper material, you will receive the Annual Report through notice and access.
To change your mailing preferences, please complete the included return card or visit AST’s website.

To sign up to receive documents electronically, visit:
https://ca.astfinancial.com/InvestorServices/edelivery

Shareholder Proposals
Shareholder proposals for the next annual meeting must be received by November 27, 2020.


6

Information about Voting
Who Can Vote
The record date for the Meeting is February 28, 2020 (the “Record Date”).  Holders of Class A common shares or Class B subordinate voting shares at the close of business on the Record Date are entitled to receive notice of and vote at the Meeting, in person or by proxy.
Each item of business to be considered at the Meeting requires a simple majority of votes in favour in order to pass.  Director elections are governed by our majority voting policy, which is described on page 28.
How to Vote
How you vote depends on whether you are a registered or non-registered (beneficial) shareholder.
Registered Shareholders
Non-registered (Beneficial) Shareholders
You hold your shares directly in your own name with our transfer agent, AST.
A proxy is included with your Meeting materials. The Proxy Deadline is Friday, April 17, 2020 at 12:00 p.m.
Your shares are held through a broker, trustee, financial institution, custodian, or other intermediary.
Your intermediary has sent you a voting instruction form (“VIF”).
Attending the Meeting in Person
Attending the Meeting in Person
Do not complete a proxy.
Attend the Meeting and register with AST.
Write your name in the space provided on the VIF to instruct your intermediary to appoint you proxyholder.
   
Sign and return the VIF as directed
   
Attend the Meeting and register with AST
Not Attending the Meeting
Not Attending the Meeting
Return your completed, signed, and dated proxy in one of the following ways:
Submit your voting instructions by completing and returning the VIF in accordance with the directions on the VIF.
Return it in the envelope provided to: AST Trust Company (Canada), Proxy Dept., PO Box 721, Agincourt, ON  M1S 0A1
vote by internet at www.proxyvote.com
Fax it to 1-866-781-3111 (or 416-368-2502 if you are outside North America)
phone: 1-800-474-7493 (English)   or   1-800-474-7501 (French)
Email a scanned copy to proxyvote@astfinancial.com (English) or votezprocuration@astfinancial.com (French)
mail to: Data Processing Centre, PO Box 3700, STN. Industrial Park, Markham, ON  L3R 9Z9
Vote by internet at https://www.astvotemyproxy.com
   
See the instructions on the proxy for more details.
See the instructions on the VIF or contact your intermediary for more details.
Revoking your Proxy
Revoking your Voting Instructions
You can revoke your proxy by:
Contact your intermediary for instructions on how to revoke voting instructions previously submitted.
completing and returning a new proxy before the Proxy Deadline with a later date
Be sure to contact your intermediary well in advance of the Proxy Deadline.
sending a notice in writing to our Corporate Secretary before the Proxy Deadline
   
providing a notice in writing to the Chair of the Meeting at the Meeting
   
in any other manner permitted by law
   


7

Information about Proxy Voting
 
The persons named in the provided proxy are officers of Teck.
 
You may appoint some other person (who need not be a shareholder) to represent you at the Meeting by inserting the person’s name in the blank space provided and returning the proxy as specified before the Proxy Deadline.
 
The securities represented by a duly submitted proxy will be voted or withheld from voting by the proxyholder on a ballot in accordance with the instructions of the shareholder and if the shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.
 
The accompanying form of proxy confers discretionary authority upon proxyholders with respect to amendments or variations to the matters to be acted upon and other matters that properly come before the Meeting.
 
Please note that in order for your vote to be recorded, your proxy must be received by AST or the Corporate Secretary at least 48 hours before the Meeting.
 
The Chair of the Meeting has discretion to accept late proxies.

If you do not specify how you want to vote and you appoint the management representatives as your proxyholders, they will vote:
           FOR the election of directors
           FOR the appointment of the auditor
           FOR the advisory resolution on Teck’s approach to executive compensation
           FOR the resolutions increasing the number of Class B subordinate voting shares available for issuance under the 2010 Plan and ratifying the grant of 3,690,130 stock options

Information for Beneficial Shareholders

You are a non-registered (or beneficial) shareholder if your shares are registered in the name of your broker, trustee, financial institution, custodian, or other intermediary, who holds your shares in a nominee account. Notice-and-access compliant meeting materials are distributed to intermediaries, who will forward meeting materials in accordance with your instructions, along with a form of VIF.  Please return your voting instructions as specified in the VIF. Teck will pay the costs for intermediaries to deliver proxy-related materials to objecting beneficial owners.
Beneficial shareholders should carefully follow the instructions of their intermediaries and their service companies to submit their voting instructions.
Voting Results

We will issue a news release with the voting results shortly after the Meeting and will also file results with securities regulators as required.  Visit www.Teck.com/news to see our news releases.

8

Information about the Director Nominees

The Board has determined that 12 directors are to be elected at the Meeting. The following pages provide information on each of the 12 director nominees.  Key facts about the composition of the proposed board:

Independence
10 Independent (83%)
2 Non-independent (17%)
Gender
3 of 10 independent directors (30%) are women (25% of all directors)
Geographical Mix
58% Canadian residents
17% U.S. residents
25% International residents
Tenure
1-5 years: 7 directors (58%)
6-10 years: 2 directors (17%)
11+ years: 3 directors (25%)
Average 2019 Attendance
96% Board
93% Committees
Average 2019 Votes FOR
99.74%
With the exception of Toru Higo, each of the nominees was elected at the last annual meeting in 2019.  Management does not expect that any nominee will be unable or unwilling to serve as a director.

Director Profiles
MAYANK M. ASHAR, 64
   
 
Mayank Ashar was appointed to the Board of Teck in November 2007.  He is a graduate of the University of Toronto (M.Eng, MBA).  Mr. Ashar is currently principal of CanOilX LLC and Bison Refining LLC.  He was previously Managing Director and Chief Executive Officer of Cairn India Limited from November 2014 until June 2016 and the President of Irving Oil from 2008 to April 2013.  From 1996 to 2008, he was Executive Vice President at Suncor Energy with various operations roles in oil sands, U.S.A. and corporate strategy.

Calgary, Alberta, Canada
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2007
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Audit
3 of 3
100%
None
 
Compensation, Talent & Technology
4 of 4
100%
     
Safety & Sustainability
2 of 2
100%
2019 AGM Voting Results
 
Reserves
2 of 2
100%
For:
1,053,259,367 (99.64%)
       
Withheld:
3,758,280 (0.36%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
70,000
($1,576,400)
93,647
($2,108,930)
0
($0)
$3,415,090
Yes
 

9

 
QUAN CHONG, 67
   
 
Quan Chong was elected to the Board of Teck in April 2016.  He received a BA in English from the Beijing Institute of Foreign Trade in 1978 and is a graduate of Harvard Business School’s executive management program (1998).  Among other positions he has held during his career, Mr. Chong has worked extensively for the Ministry of Foreign Trade, the United Nations Office in Geneva, the Commercial section of the Chinese Embassy in the U.K., the Department of Foreign Affairs, and the Ministry of Commerce.  He was previously Deputy China International Trade Representative (Vice-Ministerial level) and served as a deputy of the National People’s Congress of China. He has extensive experience in bilateral negotiations with numerous countries and oversaw WTO dispute settlements and Antitrust reviews while at the Ministry.  Most recently, he was appointed as Chairman of the China Society for World Trade Organization Studies in February 2019.

Beijing, China
 
Meetings Attended:
Independent(2)
 
Board
3 of 6
50%
Director Since: 2016
       
     
Committee Meetings Attended:
Other Public Company Directorships:
  Safety & Sustainability
1 of 3
33%
None
 


     


2019 AGM Voting Results
 


For:
1,055,358,020 (99.84%)
       
Withheld:
1,659,627 (0.16%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
0
($0)
0
($0)
0
($0)
$0
N/A*
 
 
 
EDWARD C. DOWLING, 64
   
 
Edward Dowling was appointed to the Board of Teck in September 2012.  Mr. Dowling is an Alumni Fellow of Pennsylvania State University and holds a BSc. in Mining Engineering as well as a Master of Science and a Doctor of Philosophy in Mineral Processing.  He has more than 30 years of experience in the mining industry and was previously President and Chief Executive Officer of Alacer Gold Corp. from 2008 to July 2012.  He is currently the Chairman of Alacer Gold Corp. and Chairman of Polyus Public Joint Stock Company and serves on the Audit Committee of both companies.

Denver, Colorado, U.S.A.
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2012
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Audit
3 of 3
100%
Alacer Gold Corp.
 
Compensation, Talent & Technology
4 of 4
100%
Polyus Public Joint Stock Company
 
Corporate Governance & Nominating
2 of 2 100%
     
Reserves
2 of 2
100%
2019 AGM Voting Results
 


For:
1,046,587,217 (99.01%)
       
Withheld:
10,430,430 (0.99%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
0
($0)
61,798
($1,391,691)
0
($0)
$1,391,691
Yes

 
10

 
EIICHI FUKUDA, 56
   
 
Eiichi Fukuda was elected to the Board of Teck in April 2016.  He is a graduate of the Institute of Mineralogy, Petrology and Economic Geology, Faculty of Science, Tohoku University, Sendai, Japan (B.A. Geology).  Mr. Fukuda has held various positions with Sumitomo Metal Mining Co., Ltd. since 1986 and is currently President & Director of Sumitomo Metal Mining Canada Ltd.  He is also President of SMM Resources Inc. and SMM Exploration Corporation and is a director of Sumitomo Metal Mining America Inc. and Sumitomo Metal Mining Arizona Inc.

Vancouver, B.C., Canada
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2016
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Reserves
2 of 2
100%
None
  Safety & Sustainability
3 of 3
100%
     


2019 AGM Voting Results
 


For:
1,055,922,886 (99.90%)
       
Withheld:
1,094,761 (0.10%)
       

Securities Held(1)(5)
Class A
Class B(5)
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
2,000
($45,040)
32,896
($740,818)
0
($0)
$785,585
Yes

 
TORU HIGO, 58
   
 
Toru Higo was appointed to the Board of Teck in September 2019.  He is a graduate of the Rikkyo University (BS Mathematics). He has held various positions with Sumitomo Metal Mining Co., Ltd. since 1986 and is currently the Senior Deputy General Manager of the Non-Ferrous Metals Division of Sumitomo Metal Mining Co., Ltd. Mr. Higo is also a director of Nickel Asia Corporation.

Tokyo, Japan
 
Meetings Attended:
Independent(2)
 
Board
2 of 2
100%
Director Since: 2019
 


     
Other Public Company Directorships:
 


None
 


     


2019 AGM Voting Results: n/a
 


 
Securities Held(1)
Class A
Class B(5)
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
2,000
($45,040)
1,367
($30,875)
0
($0)
$75,825
Not Yet*
* Mr. Higo has until 2024 to meet share ownership guidelines.

 
11

 
NORMAN B. KEEVIL, III, 56
   
 
Norman Keevil, III was appointed to the Board of Teck in 1997 and was appointed Vice Chair in October 2018.  He graduated from the University of British Columbia (B.A. Sc.) with a Mechanical Engineering degree.  Mr. Keevil is President of Boydel Wastewater Technologies Inc., a B.C. based clean technology company specializing in advanced wastewater treatment technology for industrial and municipal water treatment plants.  Prior to joining Boydel, Mr. Keevil was Chief Operating Officer at Sunpump Solar Inc. and President of Poncho Wilcox Engineering.  He is a director of Lupaka Gold Corp.

Victoria, B.C., Canada
 
Meetings Attended:
Not Independent(4)
 
Board
6 of 6
100%
Director Since: 1997
       
     
Committee Meetings Attended:
Other Public Company Directorships:
  Safety & Sustainability
2 of 2
100%
Lupaka Gold Corp.
 
Reserves (Chair)
2 of 2
100%
     


2019 AGM Voting Results
 


For:
1,055,073,068 (99.82%)
       
Withheld:
1,944,579 (0.18%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
10,000
($225,200)
50,414
($1,135,323)
0
($0)
$1,360,523
Yes
* In addition, Mr. Keevil is a director of Keevil Holdco, which holds approximately 51.16% of the outstanding shares of Temagami Mining Company Limited, which as at February 28, 2020 held 4,300,000 Class A Shares and 725,000 Class B subordinate voting shares.

DONALD R. LINDSAY, 61
   
 
Donald Lindsay joined Teck as President in January 2005, was appointed to the Board in February 2005 and was appointed Chief Executive Officer in April 2005.  He is a graduate of Queens University (B.Sc., Hons.) and Harvard Business School (M.B.A.).  He is currently a director of Manulife Financial Corporation.  Mr. Lindsay was employed by CIBC World Markets Inc. (investment banking) from 1985 to 2004 where he was President of CIBC World Markets Inc., Head of Investment and Corporate Banking and Head of the Asia Pacific Region. He is also Chair of the International Council on Mining and Metals and the Business Council of Canada.

Vancouver, B.C., Canada
 
Meetings Attended:
Not Independent(6)
 
Board
6 of 6
100%
Director Since: 2005
 


     
Other Public Company Directorships:
 


Manulife Financial Corporation
 


     


2019 AGM Voting Results
 


For:
1,055,007,567 (99.81%)
 


Withheld:
2,010,080 (0.19%)
       

Securities Held(1)(5)
Class A
Class B
DSUs
PDSUs
PSUs
Total Value
Meets share ownership requirement
0
($0)
403,976
($9,097,540)
968,860
($21,818,727)
0
($0)
169,111
($3,808,380)
$34,724,646
Yes
 
12

TRACEY L. McVICAR, 51(7)
   
 
Tracey McVicar was appointed to the Board of Teck in November 2014.  She is a graduate of the University of British Columbia (B.Comm, Finance).  She holds a Chartered Financial Analyst (CFA) designation and is an Institute Certified Director (ICD.D).  Ms. McVicar is currently a Partner at CAI Capital Partners, a private equity firm she joined in 2003.  Prior to this role, she held senior positions in investment banking at Raymond James Ltd. and RBC Capital Markets.  She is a past director of BC Hydro Corporation where she chaired the Audit and Finance Committee.

Vancouver, B.C., Canada
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2014
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Audit (Chair)
6 of 6
100%
None
 
Compensation, Talent & Technology
4 of 4
100%
     


2019 AGM Voting Results
 


For:
1,055,176,703 (99.83%)
 


Withheld:
1,840,944 (0.17%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
0
($0)
55,810
($1,256,841)
0
($0)
$1,256,841
Yes

SHEILA A. MURRAY, 64
   
 
Sheila Murray was elected to the Board of Teck in April 2018 and was appointed Board Chair in February 2020.  She is a graduate of Queens University (B.Comm and LLB).  Ms. Murray was been President of CI Financial Corp. from 2016 to 2019 and previously held the roles of Executive Vice-President, General Counsel, and Secretary of CI Financial Corp.  Ms. Murray is a Director of CI Financial Corp., the SickKids Foundation, and Granite REIT.

Toronto, Ontario, Canada
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2018
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Corporate Governance & Nominating (Chair)
6 of 6
100%
CI Financial Corp.
 
Safety & Sustainability
5 of 5
100%
Granite REIT
   


           
2019 AGM Voting Results
 


For:
1,056,075,245 (99.91%)
       
Withheld:
942,402 (0.09%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
7,860
($177,077)
17,058
($384,146)
0
($0)
$561,153
Not Yet*

 
13

 
KENNETH W. PICKERING, 72
   
 
Kenneth Pickering was elected to the Board of Teck in April 2015.  He is a graduate of the University of British Columbia (B.A.Sc.) and the Harvard Business School Advanced management Program.  Mr. Pickering is currently an international mining operations and project development private consultant.  Prior to this role, he held a number of senior positions worldwide over a 39-year career with BHP Billiton Base Metals including President of Minera Escondida Ltda. and most recently Vice President Major Projects, Closed Mines and North American Assets.  He is a director of Endeavour Silver Corporation, Northern Dynasty Minerals Ltd. and Taseko Mines Limited.

Chemainus, B.C., Canada
 
Meetings Attended:
Santiago, Chile
  Board 6 of 6 100%
Independent(2)
 



Director Since: 2007
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Compensation, Talent & Technology
2 of 2
100%
Endeavour Silver Corporation
 
Corporate Governance & Nominating
4 of 4
100%
Northern Dynasty Minerals Ltd.
  Safety & Sustainability 5 of 5
100%
Taseko Mines Limited
  Reserves 2 of 2 100%
     
 
2019 AGM Voting Results
 


For:
1,054,357,776 (99.75%)
       
Withheld:
2,659,871 (0.25%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
16,800
($378,336)
46,993
($1,058,282)
0
($0)
$1,369,058
Yes

 
UNA M. POWER, 55
   
 
Una Power was elected to the Board of Teck in April 2017  Ms. Power is a corporate director and is the former Chief Financial Officer of Nexen Energy ULC, a former publicly traded oil and gas company that is now a wholly-owned subsidiary of CNOOC Limited.  During her 24-year career with Nexen, Ms. Power held various executive positions covering financial reporting, financial management, investor relations, business development, strategic planning and investment.  Ms. Power holds a B.Comm (Honours) from Memorial University, and CPA, CA and CFA designations.  She has completed the Executive Development program at Wharton Business School and INSEAD.  Ms. Power is a director of Bank of Nova Scotia and TC Energy Corporation.
Vancouver, B.C., Canada
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2017
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Audit
6 of 6
100%
Bank of Nova Scotia
 
Compensation, Talent & Technology
2 of 2
100%
TC Energy Corporation
  Reserves 2 of 2 100%
     


2019 AGM Voting Results
 


For:
1,056,057,852 (99.91%)
       
Withheld:
959,795 (0.09%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
 0
($0)
22,229
($500,597)
 0
($0)
$500,597
Not Yet*
*Ms. Power has until 2022 to meet the share ownership requirement.

 
14

 
TIMOTHY R. SNIDER, 69
   
 
Timothy Snider was elected to the Teck Board in April 2015.  He is a graduate of Northern Arizona University (B.Sc).  Mr. Snider is currently Chairman of Cupric Canyon Capital LP/GP.  Prior to this role, he had a 38 year career with Phelps Dodge Corporation and its successor Freeport-McMoRan Copper and Gold, Inc. during which he held numerous technical, operating, and executive positions, including President and Chief Operating Officer.

Tucson, Arizona, United States
 
Meetings Attended:
Independent(2)
 
Board
6 of 6
100%
Director Since: 2015
       
     
Committee Meetings Attended:
Other Public Company Directorships:
 
Audit
3 of 3
100%
Iamgold Corporation
 
Compensation, Talent & Technology
2 of 2
100%
     
Reserves
2 of 2
100%
2019 AGM Voting Results
 
Safety & Sustainability (Chair)
3 of 3
100%
For:
1,053,938,146 (99.71%)
       
Withheld:
3,079,501 (0.29%)
       

Securities Held(1)
Class A
Class B
DSUs
RSUs
Total Value
Meets share ownership requirement
0
($0)
13,150
($296,138)
51,269
($1,154,578)
0
($0)
$1,450,716
Yes

Notes to Director Profiles:
(1)
Share and share unit holdings are as at the record date valued at the closing price of the Class B subordinate voting shares ($22.52) on the TSX on December 31, 2019.  DSUs granted to non-executive directors vest on the grant date. Values as at December 31, 2019 are calculated as the notional value of share unit awards, assuming full vesting, based on the closing price for Class B subordinate voting shares on the TSX as at December 31, 2019.  For the purposes of Mr. Lindsay’s performance share units (“PSUs”), the value has been calculated assuming a performance factor of 100%.
(2)
The Board considers as independent a Director who is: (a) not a member of management; (b) free of any interest and any business, family or other relationship which could reasonably be perceived to interfere with the director’s ability to act with a view to the best interests of Teck other than interests and relationships arising solely from holdings in Teck, and (c) not considered to have a direct or indirect material relationship with Teck under subsection 1.4 of National Instrument 52-110 – Audit Committees.
(3)
Mr. Keevil has a family relationship with N.B. Keevil, the former Chairman of Teck.
(4)
Mr. Fukuda and Mr. Higo are employees of SMM and are required to hold these shares in trust for SMM.
(5)
Mr. Lindsay is an officer of Teck.
(6)
As an officer, Mr. Lindsay also holds options and is eligible for PSUs and performance deterred share units (“PDSUs”).  See Schedule B for details.
(7)
Ms. McVicar was a director of G.L.M. Industries LP (“GLM”), a portfolio company of CAI Capital Partners in July 2015, when a court order granted by the Court of Queens’s Bench of Alberta placed GLM into receivership and appointed a receiver of GLM.  Ms. McVicar was a director of Tervita Corporation (“Tervita”) until December 2016.  In December 2016, Tervita completed a recapitalization by way of court-approved plan of arrangement significantly reducing Tervita’s total debt.
 
Shareholdings of Director Nominees as at February 28, 2020
   
All Directors
   
Non-Executive Directors
 
Total Class A common shares
   
0
     
0
 
Aggregate value of Class A common shares(1)
 
$
0
   
$
0
 
Total Class B subordinate voting shares
   
529,158
     
125,182
 
Aggregate value of Class B subordinate voting shares(2)
 
$
7,143,633
   
$
1,689,957
 
(1)
Based on the closing price of Class A common shares on the TSX on February 28, 2020 of $15.99.
(2)
Based on the closing price of Class B subordinate voting shares on the TSX on February 28, 2020 of $13.50.

15

Information about Director Compensation
The main objective of our director compensation program is to attract and retain directors with a broad range of relevant skills and knowledge and the ability to carry out the Board’s mandate successfully. Directors are required to devote significant time and energy to the performance of their duties, including preparing for and attending Board and Committee meetings and ensuring that they stay informed about our business and the global mining industry.  The Board believes that we must offer a competitive compensation package in order to attract and retain directors who meet these expectations.
We pay director compensation each year consisting of cash fees and, for most directors, a share-based award of either deferred share units (“DSUs”) or restricted share units (“RSUs”).  We do not issue stock options to non-executive directors and do not pay meeting fees, other than in respect of certain ad hoc committee work as described below.  Mr. Lindsay does not receive any additional compensation for acting as a director and his compensation is fully reflected in the section “Information on Executive Compensation” beginning on page 41.
We require directors to maintain minimum holdings of Teck shares or share units, subject to certain exceptions.  See “Mandatory Shareholdings for Directors” on page 20 for more details.  The Board believes that share ownership requirements and a mix of equity-linked compensation promote the objectives of director retention and alignment with the interests of long-term shareholders.
Process for Determining Director Compensation
The Compensation Committee is responsible for recommending compensation policies to the Board and reviews director compensation annually.  Changes were made to the Board compensation program in 2019, based on a review by the Compensation Committee’s independent consultant, Meridian Compensation Partners (“Meridian”), which recommended an increase as appropriate to position director compensation at the median of Teck’s peer group. Accordingly, the Compensation Committee recommended, and the Board approved, an increase in the annual cash retainers for non-executive directors other than the Chair by $10,000 to $105,000 per year and in the basic membership retainer for all committee members by $1,500 to $7,500 per year.  The annual equity grant for non-executive directors other than the Chair was increased to $130,000 per year. Compensation for the Chair was not increased as it had been reviewed in September 2018.
Further, while general cash meeting fees for directors were eliminated in 2017, in order compensate the members of the ad hoc QB2 Project review sub-committee (the “QB2 Sub-committee”) for their considerable time spent on site visits and project reviews, on the advice of Meridian, the Board approved a meeting fee of $2000 per day and specified that the travel fee is payable for travel time to site in Chile for the sub-committee’s site visits.  Further information about the QB2 Sub-committee’s work can be found on page 22.
Following the unexpected resignation of Teck’s former Board Chair in September 2019, Ms. Murray was appointed as acting Board Chair.  In recognition of the significant amount of additional work required in this role, in November 2019, on the advice of Meridian, the Board approved an additional interim retainer of $150,000 per annum, pro-rated to reflect the amount of time that Ms. Murray is in the role.  As Ms. Murray has not yet met her mandatory minimum shareholding requirement, the additional Acting Board Chair retainer was paid entirely in DSUs in 2019. On February 6, 2020, Ms. Murray was formally appointed Board Chair and her compensation for the remainder of 2020 will be paid based on the Board Chair compensation set out in the table below, which is a decrease in the compensation paid from that paid to the former Board Chair.  Ms. Murray’s compensation as Board Chair was approved by the Compensation Committee and Board in February 2020, following a review of market comparison data provided by Meridian based on 2018 compensation for non-executive board chairs.
16

Compensation Components
ANNUAL RETAINER AND COMMITTEE FEES
Teck pays annual retainers and committee fees to directors as follows:
Component
 
Fee
 
Cash Retainer
 
Non-executive Director (excluding Vice Chair)
 
$
105,000
 
Chair
 
$
300,000
 
Vice Chair
 
$
175,000
 
Committee Chair – Audit(1)
 
$
20,000
 
Committee Chair – Compensation(1)
 
$
14,000
 
Other Committee Chair(1)
 
$
8,000
 
Committee Member
 
$
7,500
 
Share-Based Retainer
 
Non-executive Director (including Vice Chair)
 
$
130,000
 
Chair
 
$
200,000
 
Additional Fees
 
Travel Fee(2)
 
$
1,000
 
QB2 Sub-committee Meeting Fee(3)
 
$
2,000
 
(1)
Committee Chairs receive Committee Chair fees in addition to Committee Member fees.
(2)
Directors who travel from outside the Province of British Columbia the day prior to Board or Committee meetings to attend those meetings and directors on the QB2 Sub-committee who travel to Chile for site visits receive a $1000 travel fee per trip.
(3)
Sub-committee members receive meeting fees of $2,000 per day of meetings.
Directors also receive reimbursement for out-of-pocket expenses and travel costs
SHARE-BASED AWARDS
The share-based component of director compensation is payable in either DSUs or RSUs.  Until directors have met the mandatory shareholdings, all compensation other than travel fees and reimbursement for out-of-pocket costs must be taken in the form of DSUs.  Non-executive directors who have met the mandatory minimum shareholding requirement may elect on an annual basis to receive some or all of their annual cash retainer in DSUs, which are issued and priced at the end of each quarter, and may also elect to receive all or a portion of their annual equity grant as RSUs.  In 2019, eight of the 11 non-executive director nominees took 100% of their directors’ fees in DSUs.
DSUs and RSUs are notional shares with the same value at any given time as the Class B subordinate voting shares, but are non-dilutive and do not entitle the participant to any voting or other shareholder rights. Dividend equivalents are credited to a participant’s DSU or RSU account in the form of additional DSUs or RSUs.  RSUs pay out within three years of grant, while DSUs do not pay out until a director ceases to hold office.  See Schedule B for additional details on the terms of the RSU and DSU plans and awards.
Because Chinese securities laws would require Teck to undergo a complex registration process and ongoing filings in China in order for Teck to issue share units or other equity to Mr. Chong, he has agreed to receive cash in lieu of an equity grant, and the Board has exempted him from the minimum shareholding requirements.
On May 1, 2019, non-executive directors, with the exception of Mr. Chong, each received 4,021 share units and the former Board Chair received 9,589 share units.  These grants had a grant date
17

value of $32.33 per share unit, based on the VWAP of our Class B subordinate voting shares for the 20 consecutive trading days on the TSX prior to the grant, equal to a target dollar value of approximately $130,000 for non-executive directors and $310,000 for Teck’s former Chair.
Directors' Total Compensation
The following table sets forth all annual compensation paid to non-executive directors for the financial year ended December 31, 2019.
Name
 
Fees Earned
in Cash
($)(1)
   
Share-based
Retainer
($)(2)
   
All Other
Compensation
($)(3)
   
Total
($)
 
M.M. Ashar
   
125,393
     
129,988
     
23,092
     
278,473
 
D.S. Barton(4)
   
263,286
     
309,986
     
9,116
     
582,387
 
Q. Chong(5)
   
224,854
     
-
     
1,000
     
225,854
 
L.L. Dottori-Attanasio(6)
   
117,256
     
129,988
     
12,099
     
259,342
 
E.C. Dowling
   
146,110
     
129,988
     
17,230
     
293,328
 
E. Fukuda
   
106,740
     
129,988
     
5,552
     
242,279
 
T. Higo(7)
   
29,941
     
-
     
1,000
     
30,941
 
N.B. Keevil, III
   
196,173
     
129,988
     
12,003
     
338,164
 
T. Kubota(8)
   
50,999
     
129,988
     
16,628
     
197,615
 
T.L. McVicar
   
138,181
     
129,988
     
9,845
     
278,181
 
S.A. Murray(9)
   
167,823
     
129,988
     
6,045
     
303,855
 
K.W. Pickering
   
144,746
     
129,988
     
10,263
     
284,997
 
U.M. Power
   
113,487
     
129,988
     
3,476
     
246,950
 
T.R. Snider
   
137,608
     
129,988
     
14,965
     
282,561
 
(1)
Includes any portion of annual retainer earned in cash but paid in DSUs either at the directors’ election or in order to contribute to mandatory minimum shareholding requirements (at a dollar amount based on the grant date fair value), including Committee Chair and Member Fees.
(2)
The fair value for share units granted was $32.33, being the volume weighted average price (“VWAP”) of the Class B subordinate voting shares for the 20 days prior to the grant date of May 1, 2019.  This column does not include DSUs granted in lieu of cash.
(3)
Includes:
  a.
travel fees for directors who travel from outside British Columbia the day prior to a meeting or members of the QB2 Sub-Committee who travel to site in Chile;
  b.
meeting fees for members of the QB2 Sub-Committee; and
  c.
dividend equivalents credited in the form of additional share units on previous grants.
(4)
Mr. Barton resigned as Board Chair and as a director effective September 4, 2019.
(5)
Mr. Chong receives cash in lieu of share-based awards as described above.
(6)
Ms. Dottori-Attanasio is not standing for re-election at the Meeting.
(7)
Mr. Higo was appointed to the Board effective September 17, 2019 and did not receive an annual equity grant in 2019.
(8)
Mr. Kubota retired from the Board effective June 25, 2019.
(9)
Ms. Murray was appointed acting Board Chair on September 4, 2019 and confirmed as Board Chair on February 6, 2020.

18

Outstanding Share-Based Awards
The following table shows all outstanding share-based awards held by each non-executive director as at December 31, 2019.  We do not award options to non-executive directors.
   
Outstanding Share-Based Awards
 
Name
 
No. of Shares or units of shares that have not vested
(#)(1) (2)
   
Market or Payout Value of share-based awards that have not vested
($)(1) (2) (3)
   
Market or Payout Value of vested share-based awards not paid out or distributed
($)(2) (3) (4)
 
M.M. Ashar
   
-
     
-
     
2,108,930
 
D.S. Barton(5)
   
-
     
-
     
-
 
Q. Chong(6)
   
-
     
-
     
-
 
L.L. Dottori-Attanasio(7)
   
-
     
-
     
1,153,024
 
E.C. Dowling
   
-
     
-
     
1,391,691
 
E. Fukuda
   
-
     
-
     
740,818
 
T. Higo(8)
   
-
     
-
     
30,785
 
N.B. Keevil, III
   
-
     
-
     
1,135,323
 
T. Kubota(9)
   
-
     
-
     
-
 
T.L. McVicar
   
-
     
-
     
1,256,841
 
S.A. Murray(10)
   
-
     
-
     
384,146
 
K.W. Pickering
   
-
     
-
     
1,058,282
 
U.M. Power
   
-
     
-
     
500,597
 
T.R. Snider
   
-
     
-
     
1,154,578
 
(1)
Reflects the value of unvested RSUs only as DSUs granted to directors vest immediately on the grant date.
(2)
Includes dividend equivalents credited as additional share units credited on previous grants.
(3)
Market or Payout Value is calculated by multiplying the number of share units held at December 31, 2019 by the closing price of the Class B subordinate voting shares on the TSX on that day of $22.52.
(4)
Reflects the value of DSUs only as RSUs are paid out immediately following vesting.
(5)
Mr. Barton resigned from the Board effective September 4, 2019.
(6)
Mr. Chong receives cash in lieu of share-based awards as described above.
(7)
Ms. Dottori-Attanasio is not standing for re-election at the Meeting.
(8)
Mr. Higo was appointed to the Board effective September 17, 2019 and did not receive an annual equity grant in 2019.
(9)
Mr. Kubota retired from the Board effective June 25, 2019.
(10)
Ms. Murray was appointed acting Board Chair on September 4, 2019 and confirmed as Board Chair on February 6, 2020.

19

Share-Based Awards – Value Vested or Earned During the Year
The following table shows the number and value of the share-based awards which vested or were earned for each non-executive director for the fiscal year ending December 31, 2019.  Non-executive directors did not receive any non-share based incentive compensation in 2019.
   
Value Vested During The Year ($)(1)
 
Name
 
RSUs
($)(2)(3)
   
DSUs ($)(4)(5)
   
Total
($)
 
 
Granted in Lieu of Fees Earned in Cash
   
Share-Based
Retainer
 
M.M. Ashar
   
-
     
142,485
     
129,988
     
272,473
 
D.S. Barton(6)
   
-
     
269,402
     
309,986
     
579,388
 
Q. Chong(7)
   
-
     
-
     
-
     
-
 
L.L. Dottori-Attanasio(8)
   
-
     
126,355
     
129,988
     
256,343
 
E.C. Dowling
   
-
     
84,267
     
129,988
     
214,255
 
E. Fukuda
   
-
     
112,292
     
129,988
     
242,280
 
T. Higo(9)
   
-
     
29,941
     
-
     
29,941
 
N.B. Keevil, III
   
-
     
11,003
     
129,988
     
140,991
 
T. Kubota(10)
   
-
     
60,295
     
129,988
     
190,283
 
T.L. McVicar
   
-
     
148,194
     
129,988
     
278,182
 
S.A. Murray(11)
   
-
     
169,867
     
129,988
     
299,855
 
K.W. Pickering
   
44,471
     
153,009
     
129,988
     
282,997
 
U.M. Power
   
-
     
116,962
     
129,988
     
246,950
 
T.R. Snider
   
-
     
146,573
     
129,988
     
276,561
 
(1)
Includes dividend equivalents credited as additional share units.
(2)
Represents the aggregate value of share units (including dividend equivalents) on the vesting date of December 20, 2019, using the VWAP of the Class B subordinate voting shares on the TSX for the prior 20 consecutive trading days of $21.41.
(3)
As RSUs granted to directors vest on the earlier of December 20 in the second calendar year immediately following the grant or the date the individual ceases to be a director, this table does not include share-based retainers for 2019 that the directors have elected to take in the form of RSUs, as these have not yet vested.
(4)
The amount represents the aggregate value of the share units as of the vesting date.  As directors’ DSUs vest immediately, the fair market value for DSUs was as of the grant date.
(5)
DSUs vest on the grant date but are not redeemable until the Director ceases to be a Director and is not otherwise employed by Teck.  The actual value of the DSUs on the payout date is based on the fair market value of the Class B subordinate voting shares on the payout date and cannot be determined until that time.
(6)
Mr. Barton resigned as Board Chair and as a director effective September 4, 2019.
(7)
Mr. Chong receives cash in lieu of share-based awards as described above.
(8)
Ms. Dottori-Attanasio is not standing for re-election at the Meeting.
(9)
Mr. Higo was appointed to the Board effective September 17, 2019 and did not receive an annual equity grant in 2019.
(10)
Mr. Kubota retired from the Board effective June 25, 2019.
(11)
Ms. Murray was appointed acting Board Chair on September 4, 2019 and confirmed as Board Chair on February 6, 2020.
Mandatory Shareholdings for Directors
Non-executive directors are required to own shares or share units equivalent in value to at least three times their annual cash retainer and share-based retainer with new directors having five years to reach the mandatory minimum.  As disclosed above, due to requirements under applicable Chinese securities laws, the Board has exempted Mr. Chong from this requirement.
For the purposes of the policy, the value of share units is determined by using the 3-year VWAP of the Class B subordinate voting shares on the TSX.  As of December 31, 2019, all non-executive directors subject to the shareholding requirement had met the requirement or were in the process of doing so within the time limit, both based on the 3-year VWAP and based on the closing price of the Class B subordinate voting shares as at December 31, 2019.
20

The following table shows the number of shares, RSUs and DSUs held by each non-executive director as at December 31, 2019 compared to their holdings the prior year, the value of their holdings as at December 31, 2019 using the 3-year VWAP as well as using a spot price as at December 31, 2019, and the value of shares and share units required to meet the directors' shareholding requirement.
Name
Director Since
As At
Shares
(#)(1)
Share Units Held
(#)(2)
Total Shares and Share Units Held
(#)
Total At-Risk Value of Shares and Share Units
($)(3)
Total At-Risk Value of Shares and Share Units
($)(4)
Value of Shares and Share Units Required to Meet Requirements
($)
Class A
Class B
RSUs
DSUs
M.M. Ashar
2007
2019
0
58,000
0
93,647
151,647
4,398,315
3,415,090
705,000
2018
0
58,000
0
83,972
141,972
3,439,002
4,172,557
645,000
Q. Chong
2016
2019
0
0
0
0
0
0
0
0
2018
0
0
0
0
0
0
0
0
L.L. Dottori-Attanasio(5)
2014
2019
0
3,372
0
51,200
54,572
1,582,787
1,228,961
705,000
2018
0
3,372
0
42,217
45,589
1,104,307
1,339,861
645,000
E.C. Dowling
2012
2019
0
0
0
61,798
61,798
1,792,367
1,391,691
705,000
2018
0
0
0
54,439
54,439
1,318,681
1,599,962
645,000
E. Fukuda
2016
2019
0
2,000
0
32,896
34,896
1,012,111
785,858
705,000
2018
0
2,000
0
24,447
26,447
640,628
777,277
645,000
T. Higo(6)
2019
2019
0
2,000
0
1,367
3,367
97,655
75,825
705,000
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
N.B. Keevil, III
1997
2019
0
10,000
0
50,414
60,414
1,752,226
1,360,523
930,000
2018
0
10,000
0
46,028
56,028
1,357,172
1,646,663
870,000
T.L. McVicar
2014
2019
0
0
0
55,810
55,810
1,618,693
1,256,841
705,000
2018
0
0
0
45,936
45,936
1,112,712
1,350,059
645,000
S.A. Murray(6)
2018
2019
0
7,860
0
17,058
24,918
722,713
561,153
705,000
2018
2,800
5,060
0
6,006
13,866
268,053
407,522
645,000
K.W. Pickering
2015
2019
0
13,800
0
46,993
60,793
1,763,218
1,369,058
705,000
2018
0
10,800
2,067
36,993
49,860
1,207,037
1,465,385
645,000
U.M. Power(6)
2017
 
2019
0
0
0
22,229
22,229
644,722
500,597
705,000
2018
0
0
0
13,593
13,593
329,265
399,498
645,000
T.R. Snider
2015
 
2019
0
13,150
0
51,269
64,419
1,868,386
1,450,716
705,000
2018
0
13,150
0
41,146
54,296
1,321,758
1,595,759
645,000
(1)
This column includes all Teck shares directly or indirectly beneficially owned or over which control is exercised.
(2)
Includes dividend equivalents credited as additional share units.
(3)
Based on the trailing three-year VWAP of Class B subordinate voting shares on the TSX on December 31, 2019 of $29.00.
(4)
Based on the closing price of the Class B subordinate voting shares on the TSX on December 31, 2019 of $22.52.
(5)
Ms. Dottori-Attanasio is not standing for re-election at the Meeting.
(6)
Ms. Power was elected to the Board on April 26, 2017 and has until 2022 to meet the minimum shareholding requirement.  Ms. Murray was elected to the Board on April 23, 2018 and has until 2023 to meet the minimum shareholding requirement. Mr. Higo was appointed to the Board on September 17, 2019 and has until 2024 to meet the minimum shareholding requirement.

21

Committee Reports
Following a substantial review and restructuring of the Committee structure in 2019, the Board now has four standing committees, being the Audit Committee, Corporate Governance & Nominating Committee (the “Governance Committee”), the Compensation Committee, and the Safety & Sustainability Committee.  In an effort to streamline the committee structure and operations, the mandate and responsibilities of the former Reserves Committee were incorporated into the Audit Committee work plan.  The mandate and responsibilities of the Compensation Committee were expanded to include oversight of talent management and executive development programs as well as technology strategy, to align with Teck’s emphasis on using technology to transform its workforce and operations under the RACE21™ program.
The Board has also constituted an Executive Committee to which certain matters may be delegated from time to time to enable Teck to react quickly to emerging issues and opportunities as may be necessary, provided that sufficient notice is given to other Board members.  There was no action taken by the Executive Committee in 2019.
The four standing committees hold regularly scheduled meetings throughout the year.  The Board may also constitute sub-committees of the Board from time to time on an ad hoc basis to review certain matters in further detail, as it may consider appropriate.  In 2019, the Board constituted the QB2 Sub-committee as an ad hoc sub-committee to provide additional oversight of project execution and construction and to act as advisors to the QB2 project team during the period of construction, which is expected to last through to the end of 2021.  The QB2 Sub-committee will make periodic visits to the QB2 site and receive in-depth briefings from management on construction progress, with a particular focus on safety, sustainability and maintaining the project’s schedule and costs in line with disclosed estimates from time to time. The members of the Sub-committee, who have significant project management and mining experience, are Messrs. Pickering (Chair), Ashar, Dowling, Keevil III, and Snider.
An in camera session is held at each committee meeting for the independent members of the Committee to meet in camera without management present.  Each committee has the authority to engage external advisors or consultants as they may deem necessary to assist them in carrying out their duties and to approve the related contracts and fees. Since April 2019, all of the standing committees are composed of 100% independent directors.
The reports below describe each standing committee’s key responsibilities, members, and activities in 2019.  Each of the standing committees has a charter that describes its functions in more detail and is available on our website at www.Teck.com/corporate-governance.
Report of the Audit Committee
Members
McVicar (Chair), Ashar, Dowling, and Power
Members’ Qualifications
All of the members of the committee are financially literate, at least one committee member qualifies as an audit committee financial expert under the Sarbanes Oxley Act of 2002 (“SOX”), and all of the members meet additional independence standards for audit committees under applicable laws and stock exchange rules.
Each member has significant experience relevant to committee responsibilities, either through audit committee or other executive experience with other companies.  Please see their biographies beginning on page 9 for further details.
Meetings in 2019
The committee met six times.  It has approved this report and is satisfied that it has carried out all of its responsibilities required under its Charter.
Key Responsibilities
provide an open avenue of communication between management, the external auditor, the internal auditor, and the Board
 
assist the Board in oversight of:
   
integrity, adequacy, and timeliness of financial reporting and disclosure practices


22


Report of the Audit Committee
   
processes for identifying the principal financial reporting risks and reviewing internal control systems
   
compliance with legal and regulatory requirements related to financial reporting
   
accounting principles, policies, and procedures used by management to determine significant estimates
   
anti-fraud programs and controls, including identification of fraud risks and implementation of anti-fraud measures
   
whistleblower mechanisms
   
engagement, independence and performance of the external auditor
   
internal audit mandate and planning, including SOX compliance audits
 
assist the Board by providing enhanced oversight of Teck’s reporting of its mineral and oil reserves and resources
 
assist the Board in oversight and monitoring of the management and governance of Teck’s various pension plans
Key Activities in 2019
reviewed with management and the external auditor and recommended to the Board the annual financial statements and reviewed with management and the external auditor and approved the interim financial statements, along with the related management’s discussion and analysis and other disclosure documents
 
the Audit Committee Chair attended meetings of management’s Disclosure Committee to observe and assess the process for reviewing disclosure in financial news releases
 
obtained assurances from management and the external auditor regarding compliance with legal and regulatory requirements related to financial reporting
 
reviewed the adequacy of the system for employees to confidentially and anonymously report questionable accounting, auditing, financial reporting, and disclosure practices
 
With respect to the External Auditor (financial):
 
reviewed the overall audit scope, plans, and results and all matters pertaining to professional auditing guidelines and standards in Canada and the United States
 
received written disclosures from the external auditor as recommended by the Chartered Professional Accountants of Canada
 
reviewed the independence of the external auditor, including a review of non-audit services and receipt of written assurance of independence from the external auditor
 
required prior approval of all non-audit services provided by the external auditor
 
approved the fees payable to the external auditor
 
reviewed the overall performance of the external auditor
 
With respect to the Internal Audit Group:
 
reviewed the independence of the internal audit group
 
reviewed with the Director, Internal Audit and Operational Review the mandate, qualifications, resources, and annual budget and work plan of the Internal Audit Department and the results of internal audits
 
With respect to Mineral and Oil and Gas Reserves and Resources Matters:
 
reviewed and approved composition of the Management Reserves Committee and the Qualified Persons and Supervising Professionals for all sites
 
reviewed procedures for mineral reserve and resource estimation and reporting
 
received reports from external reserve auditors on 2 projects or operations
 
reviewed and approved the selection of the oil and gas independent evaluators
 
reviewed and approved the commodity price and exchange rate assumptions for mineral reserve and resource estimates and reporting in 2020
 
As noted below, some of the annual reserves and reporting matters were completed by the former Reserves Committee before its responsibilities were integrated into the Audit Committee’s work plan in April 2019.
 
With respect to Pension Matters:
 
reviewed the design of and coverage under the pension plans
 
reviewed the funding policies for the defined benefit plans and the level of contributions to the defined contribution plans
 
monitored the authority delegated to management’s Executive Pension Committee to administer each pension plan in accordance with applicable law and terms of the plan


23


Report of the Audit Committee
 
reviewed compliance with applicable minimum funding requirements and the policies and procedures in place in respect thereof, including reviewing actuarial reports
 
reviewed and monitored investment of pension fund assets for defined benefit plans, including the policies and procedures in place in respect thereof
 
reviewed and monitored the sufficiency and appropriateness of the investment choices available under defined contribution plans and the communication and educational materials provided to plan members
 
reviewed and monitored the performance of investment managers, including the process established for selection, retention, or replacement of investment managers or advisors
 
With respect to Financial Controls:
 
continued its oversight of the Financial Controls Program (“FCP”) to ensure compliance with SOX and applicable Canadian rules on internal controls over financial reporting
 
received the external auditor’s report on and attestation to management’s certification under the FCP
 
With respect to other matters:
 
received presentations on developments in income and other taxes and information systems and technologies
 
met regularly with the CEO and the CFO and, without management present, with the external auditor, internal auditor, and alone
 
completed its annual charter review, including substantial revisions relating to integration of reserves and resources matters previously overseen by the Reserves Committee

Report of the Reserves Committee
Members
(as at April 2019)
Keevil III (Chair), Ashar, Dottori-Attanasio, Dowling, Fukuda, Kubota, Pickering, and Power
Meetings in
2019
The committee met two times prior April 2019, when the committee’s mandate and responsibilities were integrated into the Audit Committee work plan, as previously described.  Two members of the former Reserves Committee continue to serve on the Audit Committee, to ensure a level of continuity in this area.
Key Responsibilities
To assist the Board by providing enhanced oversight of Teck’s reporting of its mineral and oil reserves and resources.
Key Activities in 2019
completed annual review procedures and policies for mineral and oil and gas reserve and resource estimation and reporting

reviewed the regulatory requirements regarding the estimation of mineral and oil and gas reserves and resources and any changes thereto;
 
received reports from the oil and gas independent evaluators for Fort Hills mine and the Frontier project
 
reviewed and recommended for approval by the Board the proposed mineral reserves and mineral resources disclosure for inclusion in annual filings
 
received update on national and international regulatory developments related to reserves and resources matters


24


Report of the Corporate Governance & Nominating Committee
Members
Murray (Chair), Dottori-Attanasio, Pickering, and Snider
Member Qualifications
Each member of the committee is knowledgeable about corporate governance principles and has substantial and diverse board experience relevant to the committee’s responsibilities. Please see their biographies beginning on page 9 for further details.
Meetings in 2019
The committee met six times.  It has approved this report and is satisfied that it has carried out all of its responsibilities required under its Charter.
Key Responsibilities
identifies individuals qualified to become members of the Board
 
recommends nominees for election at each annual meeting or to fill vacancies
 
considers and recommends corporate governance programs and continuing education
 
recommends committee structure and appointments, including chair appointments
 
oversees committee and director evaluations
 
reviews and considers developments in governance practices, polices and standards to ensure governance practices are rigorous, relevant and appropriate to Teck
 
monitors ethics, conflicts of interest, and conduct standards and compliance
 
oversees Board independence and ensures that the interests of all shareholders are considered and protected in our governance process
Key Activities in 2019
reviewed the composition of the Board and its Committees, resulting in a substantial revision to the committee structure and composition, including committee chair rotation
 
selected an independent advisor to carry out an evaluation of the performance of the Board and its Committees and oversaw the reporting to the Board of the results and the implementation of related recommendations with respect to Board and committee procedures, risk oversight and reporting, director independence assessment, conflicts of interest reporting, director education and feedback, and other matters
 
considered and advised the Board with respect the process to select an Independent Board Chair
 
selected an independent advisor to assist with the Chair selection process commenced upon the resignation of the former Independent Board Chair, including a peer review and a review of the position description for the Independent Board Chair
 
reviewed the qualifications and recommended to the Board the appointment of a new independent director to join the Board
 
at each meeting, reviewed and considered various emerging governance issues, including those relating to dual-class share structures; regulatory developments; diversity disclosure; director independence; conflicts of interest; directors’ duties; director term limits and retirement policies; share ownership; corporate purpose; environmental and social issues; shareholder activism; and proxy advisory services policies.
 
reviewed the independence and recommended the nomination of each director nominee
 
reviewed the proxy circular disclosure and skills matrix
 
reviewed comments received from shareholders and provided responses thereto
 
completed a substantial review of the Committee’s charter and Board Mandate

The Governance Committee welcomes input from shareholders on governance matters.
Email: Governance@Teck.com.


25


Report of the Compensation, Talent & Technology Committee
Members
Dowling (Chair), Ashar, McVicar, and Power
Members’ Qualifications
Each member has significant experience relevant to committee responsibilities, through compensation committee and/or other executive experience with other companies.  Please see their biographies beginning on page 9 for further details.
Meetings in 2019
The committee met four times.  It has approved this report and is satisfied that it has carried out all of its responsibilities required under its Charter.
Key Responsibilities
assist the Board in carrying out its responsibility for developing policies on and reviewing and approving executive and Board compensation and other broadly applicable compensation and benefit programs
 
oversee material compensation plans with respect to risk management principles
 
assist the Board in oversight of succession planning, talent management, and executive development programs
 
assist the Board in oversight of innovation and technology matters, including strategy implementation, research and development, and adoption of emerging technologies
Key Activities in 2019
reviewed and recommended to the Board:
   
the CEO’s performance evaluation, based on assessing the CEO’s performance against established annual objectives and input received from other Board members
   
the CEO’s compensation, including adjustments to base salary, annual incentive bonus, and long-term incentive grant
   
the recommendations of the CEO regarding annual objectives and compensation for other senior executives, including evaluation of performance relative to these objectives and adjustments to base salaries, annual incentive bonuses, and long-term incentive grants
   
benefits and other perquisites for the senior executive group
   
non-executive director compensation, including increased retainers and equity grants for non-executive directors other than the Board Chair and Vice Chair following the review of benchmarking data provided by Meridian
   
the appropriate peer group of companies on which to assess the competitiveness of Teck’s compensation policies and plans
   
the appropriate peer group of companies to use for the relative total shareholder return performance (“TSR”) metric for the PSU plan
 
reviewed executive and director compensation disclosure to ensure it reflects the decisions and rationale of the Board
 
performed functions assigned to it under the equity compensation plans, including evaluating and recommending to the Board for approval equity grants for directors, executives, and employees
 
reviewed the shareholdings of the CEO, NEOs, and directors relative to the mandatory minimum shareholding requirements established by the Governance Committee
 
reviewed material compensation programs to confirm alignment with risk management principles and no encouragement of inappropriate or excessive risk taking
 
received and reviewed reports on the following:
   
succession planning with respect to the CEO and other members of senior management
   
potential changes to income tax rules related to stock option taxation
   
executive development programs
   
human resources strategic objectives and progress against previous goals
   
a benchmarking survey of executive compensation, to assess Teck’s compensation in the context of peer company practices
   
a benchmarking study of director compensation
   
an independent compensation risk assessment, conducted by Meridian
   
Teck’s third annual Gender Pay Equity Review
   
Executive compensation market trends, provided by Meridian
 
received briefings on Teck’s RACE21™ program strategy, goals and progress in 2019
 
completed its annual charter review, including substantial revisions relating to integration of technology and innovation matters


26


Report of the Safety & Sustainability Committee
Members
Snider (Chair), Chong, Dottori-Attanasio, Fukuda, Pickering, and Murray
Meetings in 2019
The committee met five times.  It has approved this report and is satisfied that it has carried out all of its responsibilities required under its Charter.
Key Responsibilities
Review corporate policies, procedures, and performance with respect to health and safety, the environment, community and indigenous relations, climate change, tailings, and reclamation matters
Key Activities in 2019
reviewed and recommended to the Board Teck’s annual sustainability goals and targets
 
received a deep-dive educational session on Elk Valley water quality, including meetings with independent consultants
 
completed a site visit to Teck’s Highland Valley Copper mine in British Columbia, Canada
 
received regular updates on:
   
safety lag and lead indicators, occurrence reports, the results of incident investigations, remedial measures, and dissemination of findings
   
environmental management planning, occurrence reports, and remedial measures
   
Elk Valley Water Quality Plan compliance, research related to Saturated Rock Fills and other emerging technologies, and other selenium, nitrate and other deleterious element reduction and remediation matters
   
community and indigenous relations and human rights issues and initiatives
   
government engagement and proposed or expected changes to relevant health, safety and environmental standards, laws, and regulations
   
tailings facilities and legacy properties
   
climate change
 
received special reports on the following:
   
tailings management and risks, including an in camera meeting with independent experts involved in Teck’s external tailings review
   
Teck’s updated sustainability strategy and goal planning process
   
ESG performance review
   
human rights benchmarking
   
legacy properties
   
Trail air quality
   
QB2 community engagement and permitting
   
Chilean social unrest
   
Teck’s vehicle safety strategy
 
completed its annual charter review

For information on our sustainability strategy, please see our most recent Sustainability Report, which is available on our website.
Information about Corporate Governance
Teck’s Board and management are committed to leadership in corporate governance.  As a Canadian reporting issuer with securities listed on the TSX, we have in place a system of corporate governance practices that meets or exceeds all applicable Canadian requirements.
Although Teck is a “foreign private issuer” for purposes of its NYSE listing and is therefore not subject to the NYSE corporate governance standards, the Board has determined that at least a majority of its directors must satisfy the director independence requirements under those standards.  The Governance Committee has further determined that Teck’s corporate governance practices do not differ in any material way from those followed by NYSE listed U.S. domestic issuers, with any differences being a matter of form rather than substance.  One exception is with respect to certain ‘bright line’ independence rules, which apply to NYSE, listed U.S. domestic issuers that do not apply to Teck as a foreign private issuer.  For more information, see page 31.
27

Governance Highlights
Governance Topic
Our Practice
Dual Class Share Structure
The Board pays special attention to maintaining governance practices appropriate for a corporation with a dual-class share structure to ensure that the interests of all shareholders are considered and respected.
Read more about our Dual Class Share Structure on page 33
Director Independence
A majority of directors are independent, and, if all nominated directors are elected, only two of 12 (17%) of Teck’s will be non-independent.
Meetings of Independent Directors
The Board has adopted a policy that at each Board and Committee meeting held, the non-executive directors will meet without management present and the independent directors will meet without non-independent directors present.
Independent Chair
Dominic Barton served as Independent Chair of the Board from his appointment on October 1, 2018 until his resignation from the Board of directors effective September 4, 2019, at which time Sheila Murray, an independent director, was appointed acting Board Chair while the Board conducted a process, with the support of an independent advisor, to identify a long-term replacement for Mr. Barton.  Following the conclusion of the chair selection process and on the recommendation of an independent sub-committee of directors, on February 6, 2020, Ms. Murray was appointed as Independent Chair of the Board.
Read more about Director Independence on page 31 and about our Chair selection process on page 34
Position Descriptions
A position description for the Independent Chair of the Board has been approved by the Board and sets out the Chair’s responsibilities, including:
 
chairing meetings and facilitating frank and open discussions
 
providing ethical and independent leadership to enable the Board to effectively function with integrity
 
advising and assisting the Board and management in the development and execution of strategy
 
The Board has also adopted position descriptions for the various Committee Chairs.
The Position Description for the Independent Chair of the Board and other governance related documents are available on Teck’s website at www.Teck.com/corporate-governance
CEO Position Description
A position description for the CEO has been approved by the Board.  The CEO reports to the Board, has general supervision and control over the business and affairs of Teck, and is expected to (among other things):
 
foster a corporate culture that promotes ethical practices, encourages individual integrity and fulfills social responsibility
 
develop and recommend to the Board a long-term strategy and vision for Teck that leads to creation of shareholder value
 
develop and recommend to the Board annual business plans and budgets that support Teck’s long-term strategy
 
consistently strive to achieve Teck’s financial and operating goals and objectives
Director Nominations
The Governance Committee is responsible for recruiting and proposing new director nominees and does the following on an ongoing basis:
 
consults with the Board to identify the mix of skills, expertise and qualities required and assess additional attributes required to maintain an appropriate mix, including diversity considerations
 
identifies impending Board vacancies to allow time for recruitment;
 
develops a short-list of candidates and their availability and arranges meetings with the Governance Committee, Board Chair, CEO, and other Board members as may be practicable
 
ensures candidates are prepared to take on required level of commitment expected of Teck Board members
 
recommends proposed nominees to the Board
Board Renewal
The Board has not adopted term limits; however, the Board believes that effective Director renewal has taken place without any formal mechanisms, with nominated Directors having an average tenure of 7.4 years (5.1 years for independent directors) and 7 of 12 having joined the Board in the last 5 years.


28


Governance Topic
Our Practice
 
The Board places emphasis on rigorous evaluation and believes that a balance between long tenure, familiarity with Teck’s business and long-term perspective on the industry, and fresh perspective is essential for effective governance.
Read more about Board Renewal on page 34
Majority Voting
The Board has adopted a majority voting policy consistent with the TSX rules for uncontested director elections and uses individual voting for director elections.
In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will promptly tender a resignation to the Board, which will be considered by the Governance Committee.  Absent extraordinary circumstances, the Board will accept the resignation.  The Board will announce its decision in a news release, which will be filed with the TSX and NYSE, within 90 days following the meeting, including reasons for rejecting a resignation, if applicable.  A director who tenders a resignation under this policy will not participate in any meeting of the Board or Governance Committee at which his or her resignation is considered.
     
Diversity - Board
The Board has adopted a company-wide Inclusion and Diversity Policy, and a specific policy regarding Board and Executive Officer diversity.
 
If all nominees proposed to be elected as directors at the Meeting are elected:
 
3 of 12, or 25%, of directors will be women, including the Board Chair (30% of independent directors);
 
4 out of 12, or 33%, of directors will be visible minorities (40% of independent directors); and
 
No directors will be Aboriginal peoples or persons with disabilities.
 
When considering candidates for director, the Governance Committee and Board consider the level of representation on the Board of designated groups other than persons with disabilities, but no targets have been set.
Diversity - Executives
Teck considers the level of representation of designated groups, being women, visible minorities, persons with disabilities, and Aboriginal peoples in executive officer positions but has not set any targets.  Two out of 14 members of senior management of Teck as defined in the CBCA are female (13%), including the Board Chair, and no members are visible minorities, Aboriginal peoples, or persons with disabilities.
Within Teck’s larger senior management team, an additional six of 23 members (26%) are women, one of 23 (4%) is a visible minority, and no members are Aboriginal peoples or persons with disabilities.
Read more about Diversity on page 36
Mandatory Shareholdings
We require non-executive directors to own shares or share units equivalent to not less than three times their annual cash retainer and share-based retainer.
Senior management are also required to maintain holdings of shares and/or share units equal to two times their annual salary, with the CEO required to hold five times his annual salary.
     
Read more about mandatory shareholdings for directors on page 20 and for executives on page 58
Board Evaluations
In 2019, the Board engaged KPMG to assist in conducting its annual evaluation.  Each Board member completed a detailed questionnaire to provide quantitative and qualitative feedback on Board, Committee, and individual performance in key areas. Following the completion of the surveys, KPMG conducted follow-up interviews with each Board member to gather in-depth feedback from individual directors.  KPMG then compiled a comprehensive report for the Board Chair and Chair of the Governance Committee and presented its findings to the full Board, including recommendations for improvement of board function and corporate governance practices.  The Governance Committee expects to repeat this process in 2020.
 
Following the KPMG presentation, the Governance Committee put in place an action plan to implement the recommendations and improve the Board’s operations and effectiveness.  Work is ongoing in 2020 to implement the recommendations, though immediate changes were made to implement certain items, including instituting a standing conflicts of interest item and holding in camera meetings of non-executive and independent directors at each Board meeting.
 
In addition, in December 2019, representatives from Russell Reynolds Associates met with individual directors to get solicit their view on internal candidates as part of the Chair selection process.


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Governance Topic
Our Practice
   
Shareholder Engagement
The Board has adopted a Shareholder Engagement Policy, which describes how shareholders can provide direct feedback to the Board.
Read more about Shareholder Engagement on page 39
Director Orientation
The Board has adopted a Director Orientation Program designed to:
 
provide each new director with a baseline of knowledge about Teck that will serve as a basis for informed decision-making;
 
tailor the program for each new director, taking into account his or her unique mix of skills, experience, education, knowledge and needs; and
 
deliver information over a period of time to minimize the likelihood of overload and maximize the lasting educational impact.
 
The orientation program consists of a combination of written materials, one-on-one meetings with Teck senior management, site visits, and other briefings and training as appropriate.
Continuing Education
The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process.  To facilitate ongoing education, Teck has a formal program of continuing education in place, and, as part of that program Teck:
 
arranges presentations by internal and outside experts to the Board or committees on matters of particular import or emerging significance
 
provides briefings on matters of particular interest in advance of scheduled Board meetings
 
distributes written background materials on matters of relevance to Teck’s business
 
arranges tours of mine sites and other operations for groups of directors or committees of the Board, where directors have direct contact with operating management
 
identifies external opportunities for continuing education, such as industry conferences, which may be of interest to individual directors
 
Directors participate as discussion leaders and panelists on topical issues facing Teck and the industry at annual strategic planning meetings.
Read more about Director Education on page 38
Director Compensation
Director and officer compensation is established by the Board, as recommended by the Compensation Committee on the advice of independent consultants and with reference to market data, with a view to establishing target compensation at the median of the Compensation Comparator Group.
 
We pay director compensation only to non-executive directors and do not issue options to directors.  With one exception, our directors take a substantial proportion of their fees in a share-based retainer, with most of our directors opting to take all of their fees in DSUs.  Until the mandatory minimum shareholding is reached, non-exempt new directors must take all of their compensation in the form of DSUs, other than travel fees and reimbursement for out-of-pocket costs.
Read more about Director Compensation beginning on page 16
Board Interlocks
The Board has not set a formal limit on the number of directors who may serve on the same board of another company, however, we do assess Board interlocks in nominating individuals to serve on the Board and disclose interlocks when they occur.  There are currently no interlocking directorships.
Over-boarding Policy
The Board believes that directors must have sufficient time available to properly prepare for and attend Board meetings in order to make a full contribution to the Board.
 
Directors are expected to attend all meetings of the Board and Board committees on which they serve, to come fully prepared, and to remain in attendance for the duration of the meetings.
 
The Board considers an individual to be over-boarded (and generally not eligible for nomination as a Teck director) where:
 
the individual sits on more than three public company boards in addition to Teck, if the individual is not otherwise employed
 
the individual sits on more than one public company board in addition to Teck, where that person is employed full time
 
The Governance Committee may make exceptions if satisfied that a nominee will be able to devote sufficient time and attention to Board matters despite outside commitments.
 
Once on Teck’s Board, directors must consult with the Chair prior to accepting additional positions.

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Governance Topic
Our Practice
Code of Ethics
The Board has adopted a Code of Ethics, which is available on our website at www.Teck.com and on SEDAR at www.sedar.com.
 
The Board receives quarterly reports on the operation of Teck’s fraud reporting system and any reports to its whistleblower hotline.  Employees, officers, and directors certify their compliance with the Code of Ethics annually.
Conflicts of Interest
Each director must possess and exhibit the highest degree of integrity, professionalism and values.  A director who has a real or perceived conflict of interest regarding any matter under consideration is required to advise the Board and refrain from participating in any discussion of the matter and abstain from voting on it. A standing conflict of interest agenda item has been added to the agenda at each Board meeting in order to facilitate disclosure of any potential issues.
Ethical Business Culture
Teck’s “Doing What’s Right” program reinforces the core values set out in our Code of Ethics.  This program is refreshed through bi-annual online training for all officers and directors and employees other than union or hourly workers.
 
Compliance with the Code of Ethics is monitored by an annual survey of directors and staff employees.  Directors and staff are required to certify that they have complied with the Code, and are either not aware of any non-compliance or that they have reported instances of apparent Code infractions to management, the Chair of the Audit Committee, or otherwise as prescribed
Claw-Back Policy
Teck has adopted a formal policy to recoup management compensation in appropriate circumstances.
Read more about Teck’s Clawback Policy on page 50
Anti Hedging Policy
Teck’s Employee Trading Policy prohibits insiders and employees from selling shares in Teck that they do not own or have not fully paid for (short-selling) and from buying or selling financial instruments on shares of Teck at any time that are designed to hedge or offset a decrease in the value of Teck’s shares, including equity-linked compensation.
Social and Environmental Policies
Teck has adopted and implemented social and environmental policies, including a Code of Sustainable Conduct, which sets out specific requirements related to:
 
legal compliance and ethical business conduct
 
impact risk and opportunity management
 
identification, control and promotion of safety and health performance
 
sound environmental conduct and continuous improvement in performance
 
fostering dialogue with stakeholders and respect for the rights, interests and aspirations of Indigenous People
 
support for local communities and promotion of responsible use and supply of our products
 
maintaining a confidential feedback mechanism and conducting regular audits.
 
Teck has also adopted
 
a Health and Safety Policy and a Health and Safety Guide for Exploration
 
a Water Policy
 
a Human Rights Policy and
 
an Indigenous Peoples Policy
 
Teck has taken steps to implement the Code of Sustainable Conduct and related policies through adoption of our Health, Safety, Environment and Community Management Standards, which provide direction to all operations and auditable criteria against which performance is measured.
 
Safety and sustainability (including environment, climate change, human rights, Indigenous relations, and community) performance are metrics used in our bonus plan and objectives are set for improvement on an annual basis. For more information, see page 50.
Independence Determination
Each year, a detailed questionnaire is circulated to all director nominees to elicit the information required to assess director independence prior to the annual meeting. The Governance Committee assists the Board in its independence assessment for general Board purposes and for service on the Audit Committee, considering both the independence requirements of National Instrument 52-110 and the rules of the TSX and NYSE applicable to Teck.

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The Board considers directors to be independent if they are not members of management and are free of any interest or any business, family, or other relationship that could reasonably be perceived to interfere with their ability to act with a view to the best interests of Teck, other than interests and relationships arising solely from holdings in Teck.
The Board also considers whether directors have a direct or indirect material relationship with Teck as defined in subsection 1.4 of National Instrument 52-110.  Any such material relationship will lead the Board to conclude that the relevant director is not independent.
The Board has concluded that each nominee to the Board is independent such that 10 out of 12, or a majority, are independent other than:

 
Mr. Lindsay, who is Teck’s President and CEO
 
Mr. Keevil, who is related to Teck’s former CEO and Chairman
Though Teck is a “foreign private issuer” for purposes of its NYSE listing and is therefore not subject to the NYSE corporate governance standards, the Board has determined that at least a majority of its directors must satisfy the director independence requirements under those standards.  Messrs. Fukuda and Higo are both employees of SMM or its subsidiary.  In 2019, following a competitive bidding process, SMM together with Sumitomo Corporation, acquired an interest in the subsidiary that holds the QB2 project, for consideration consisting of US$1.3 billion in earn-in and matching contributions, plus certain contingent payments payable on the occurrence of certain project milestones.   While the Board has determined that Messrs. Fukuda and Higo are “independent” under the NYSE listing standards applicable to foreign private issuers, because of the amount of that payment, they would not be considered “independent” under the NYSE listing standards if Teck were a U.S. domestic issuer.
The Board has adopted a policy having an in camera session without management and for independent directors for a portion of each Board meeting.
Risk Oversight
The Board has an overarching responsibility to take reasonable steps to ensure that management identifies, understands, and evaluates the principal risks of and to Teck’s business, implements appropriate systems to manage these risks, and achieves a proper balance between risk and reward.  The Board receives regular quarterly reports from management on global and site-specific risk management, ethical conduct, environmental management, and employee health and safety, in addition to detailed reports on particular risk issues.
The Board considers that the most significant risks facing Teck vary from time to time depending on the prevailing economic climate and the specific nature of Teck’s activities at the relevant time.  At each meeting of the Board, the Board discusses risks associated with Teck’s business, reviews Teck’s risk tolerance for existing operations, new projects, and developments, and considers general and particular risks Teck faces.  The Board has reviewed a risk appetite statement that outlines Teck’s appetite for various categories of risk and relevant risk mitigation measures and closely monitors the potential vulnerability of Teck’s operations and financial condition in light of risks that may arise, including:


risks related to commodity prices, exchange rates and general economic conditions;

risks related to project development, including the risk of capital cost overruns and delays in receipt of permits or governmental approvals;

risks related to water quality management and other environmental issues;

risks related to technology and information technology, including data security;

risks related to existing operations, such as those associated with natural catastrophes, labour disputes and potential social issues;

risks relating to outstanding litigation that Teck may be involved in from time to time; and

longer-term risks such as physical and transition risks associated with climate change, political risk, and risks related to adverse changes in tax or environmental regulation.
A detailed list of risk factors facing Teck can be found in our most recent Annual Information Form, which is available on SEDAR at www.SEDAR.com.
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As noted above, the relative significance of these risks shifts over time and the Board’s assessment of the relative significance of these risks will depend in part on the issues before the Board at the time.  The Board regularly reviews management’s processes in place for identification, monitoring, transfer and mitigation of all of these risks.  The Audit Committee has separate processes in place to monitor risks related to financial reporting and financial matters, and management’s processes to deal with those risks.
Dual-Class Share Structure – Governance Considerations
The Governance Committee regularly assesses governance principles and developments relating to our dual-class share structure.  The Board believes that our governance practices and track record reflect a consistent regard for the interests of all shareholders, notwithstanding the different voting rights inherent in our capital structure.
Teck’s dual-class share structure has been in place since a 1969 corporate reorganization in which all outstanding shares of Teck Corporation (as it then was) were converted into Class A common shares to facilitate the consolidation of a group of related operating and exploration companies.  Since 1969, Teck has issued Class B subordinate voting shares to enable Teck to grow by acquisition and new mine development.
The Class B subordinate voting shares carry approximately 41.0% of the aggregate votes available at joint shareholder meetings and rank equally with Class A common shares in all respects except voting.  Although the holders of Class A common shares exercise a majority of total votes, under the Canada Business Corporations Act, the approval of the holders of each class of shares, voting separately as a class, is generally required for fundamental corporate changes.  In 2001, with the approval of both its Class A Common and Class B shareholders, Teck amended its articles to adopt “coattail” provisions for the benefit of Class B shareholders, with the aim of ensuring fair treatment of Class B shareholders in the event of a takeover bid which is accepted by holders of a majority of Class A common shares.  These coattail provisions are discussed below under the heading “Subordinate Voting Shareholder Protection”.
There are approximately 7.8 million Class A common shares and 539.5 million Class B subordinate voting shares currently outstanding.  Both classes of shares are widely held and listed on the TSX, with the Class B subordinate voting shares also listed on the NYSE.  While the trading volume of the Class A common shares is modest when compared to the trading volume of the Class B subordinate voting shares, there are no restrictions on an investor purchasing Class A common shares in the market.
Keevil Holdco, SMM and related parties hold Class A common shares which carry approximately 43.8% of the votes available at joint shareholder meetings.  Investors unrelated to those parties hold Class A common shares which carry 15.2% of the total votes.
The Governance Committee believes that the major longstanding holders of Class A common shares are committed long-term investors, many with a deep knowledge of Teck’s business and its industry.  The Board considers that this longer-term perspective has permitted Teck to make decisions that have helped grow shareholder value significantly over the last few decades and will continue to benefit all shareholders.  The Board rejects the proposition that dual-class share structures are inherently unfair or improper.  In many forms of business organizations, certain investors and stakeholders have few or no voting rights.  Purchasers of preferred shares, limited partnership units and many forms of debt instruments often hold voting rights more restrictive than those attached to Teck’s Class B subordinate voting shares.  It is widely accepted that appropriate governance practices can ensure that the interests of all these security holders are considered and respected, and the Board believes that the same is true in the case of a dual-class structure.
While in the vast majority of matters that come before the Board, the interests of the Class A and Class B shareholders are entirely aligned, the Governance Committee and the Board recognize that to fulfill Teck’s commitment to good governance, a dual-class share structure requires vigilance and robust governance practices.  The dual-class share structure does create a disparity between voting interests and equity interests that could create some potential for conflicts of interest, as it would in any public company where there is an identifiable shareholder or group of shareholders holding majority voting control, whether under a dual-class share structure or a single voting class structure.
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Accordingly, the Board and the Governance Committee closely scrutinize any situation in which the interests of Class A shareholders and Class B shareholders could diverge.
In this respect, our governance practices are intended to avoid even the appearance of a potential conflict of interest.  For example:


only three directors out of 12 nominated for election at the Meeting have any interest in or relationship with any of the major Class A shareholders and none of the remaining directors hold any Class A shares;

our Board committees are constituted with a majority of independent directors, and our Audit, Governance, and Compensation Committees consist of 100% independent directors who have no relationship with management or the major Class A shareholders

directors are required to maintain minimum holdings of Class B subordinate voting shares or share units linked to the price of Class B subordinate voting shares;

equity-linked compensation for directors and officers is tied to the Class B subordinate voting share price

we publicly report shareholder voting results in detail, including by class; and

only one director, the CEO, is a member of management.
Teck’s dual-class share structure has been key in facilitating its growth into a major diversified Canadian mining company.  Ultimately, any decision about the appropriateness of the structure is a question for all shareholders, as any change in voting rights would require the approval of each affected class of shareholders, voting separately.  So long as Teck has more than one class of voting shares, the Governance Committee and the Board will diligently apply appropriate measures to ensure governance that respects the interests of all shareholders.
Subordinate Voting Shareholder Protection
The Class B subordinate voting share rights contain so-called “Coattail Provisions” providing that if an offer (an “Exclusionary Offer”) to purchase Class A common shares is not made concurrently with an offer to purchase Class B subordinate voting shares on identical terms, then each Class B subordinate voting share will be convertible into one Class A common share at the holder’s option, provided that any converted Class A common shares are deposited to the Exclusionary Offer.  Any shares so converted will automatically convert back if they are withdrawn from the Exclusionary Offer or not otherwise ultimately taken up and paid for by the offeror.
The Class B subordinate voting shares will not be convertible if holders of a majority of the Class A common shares (excluding shares held by the offeror) certify to Teck that they will not, among other things, tender their Class A common shares to the Exclusionary Offer.  The Coattail Provisions will not apply if an offer to purchase Class A common shares does not constitute a “take-over bid” under applicable securities legislation or stock exchange requirements or is otherwise exempt from any requirement that the offer be made to all or substantially all holders of Class A common shares.
The above is a summary only and reference should be made to the full text of the Coattail Provisions in the Teck’s articles, which are available on our website at www.Teck.com.
Board Renewal
The Board periodically reviews its processes for Board renewal, including whether it should establish director term limits or should maintain a formal retirement policy.  Following a detailed review, the Board has determined not to institute term limits for directors and to terminate the retirement policy formerly in place.  Instead of imposing an arbitrary age or term limit, the Board relies on an ongoing regular appraisal of the skills and contribution of individual directors in light of the combination of skills and experience required for the Board to function well.
The Board believes that this ongoing assessment of the Board’s needs, combined with a rigorous director evaluation process and periodic rotation of Committee chairs and members, allows the Board to maintain the appropriate balance between long tenure, which brings great familiarity with Teck’s business,
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institutional memory, and long term perspective on the mining industry, and fresh perspective which can prompt re-examination of various aspects of the business.
When the former Independent Board Chair, Dominic Barton, resigned, the Board, on the recommendation of the Governance Committee, elected not to replace him as a director and instead to shrink the Board to 13 directors.
On February 26, 2020, Ms. Dottori-Attanasio advised the Board that she would not be standing for re-election.  In 2020, the Corporate Governance & Nominating Committee will determine whether she will be replaced and, if so, will conduct a process to determine her replacement.
Of the 12 directors proposed for nomination at the Meeting, as at the date of the Meeting, 7 (or 58%) will have 5 years of service or less, 2 (or 17%), will have between 6 and 10 years of service, and 3 (or 25%) have 11 or more years of service.  Directors recently appointed or elected to the Board include Ms. Power in 2017, Ms. Murray in 2018 and Mr. Higo in 2019.
The Board believes that its approach provides for effective Board renewal, ensuring the diversity of experience and skills required for effective decision making at both the Board and committee levels.
Chair Succession
In September 2019, Teck’s previous Independent Board Chair, Dominic Barton was appointed Canada’s ambassador to China.  On an interim basis, effective the date of Mr. Barton’s resignation, the Board appointed Sheila Murray, the Chair of Teck’s Governance Committee as acting Board Chair while the Board formulated and completed a search process to fill the role on a more permanent basis.  The search process was led initially by the Governance Committee, who engaged Russell Reynolds Associates to act as an independent advisor to the Board and assist with the evaluation of internal and external candidates.  This evaluation included interviews with individual directors to gauge their interest in and views on the role and to assess their peers’ effectiveness and suitability for the role.  Russell Reynolds assisted in developing a position specification and competency model for assessing potential candidates, which included relevant industry experience and exposure, governance, leadership style, among other considerations, and complied a report with their findings, which were presented to the Board.
Following a narrowing of the candidates and a delineation of the desired process, an ad hoc independent sub-committee of the Board was formed to complete the review process and make a recommendation to the full Board on the final candidate.  The Chair Recommendation Committee met three times in early 2020 and, with the assistance of Russell Reynolds, evaluated the candidates, both internal and external, relative to the competency model.  The Chair selection process concluded with the recommendation of the sub-committee that the Board appoint Ms. Murray as Independent Board Chair on a permanent basis, which the Board unanimously approved on February 6, 2020.
Directors’ Skills and Experience
The Board believes that a broad range of competencies and skills is necessary for the Board to discharge its responsibilities.  Specific skills and competencies must be considered in the context of integrity and good judgment, together with the ability to devote sufficient time to Board affairs.  The following skills matrix sets out the areas of expertise that the Board considers important in the context of our business, and identifies the top four areas of expertise as identified by each nominated director.  This matrix is used to assess the needs of the Board in the context of succession planning.
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Area of Expertise
Ashar
Chong
Dowling
Fukuda
Higo
Keevil III
Lindsay
McVicar
Murray
Pickering
Power
Snider
Corporate Governance
Sophisticated understanding of corporate governance practices and stakeholder engagement
         
X
   
X
     
Strategic Planning
Executive or board experience in strategy development, execution, analysis, and or oversight
X
X
 
X
X
X
X
       
X
International Business
Executive or board experience with entities operating in multiple jurisdictions with diverse political, cultural, regulatory, and business environments
 
X
X
X
X
 
X
   
X
X
 
Mining
Executive or board experience at a major public or private mining company with operating and mineral processing experience
   
X
X
X
       
X
 
X
Oil & Gas
Experience with oil and gas development and operations, including production and marketing
X
           
X
   
X
 
Transactions & Projects
Experience with acquisitions, divestitures, joint ventures, M&A transactions, or large scale project execution
           
X
X
X
   
X
Commodities Business
Executive or board experience in a commodities-based business, including marketing and logistics
   
X
X
X
         
X
 
Human Resources & Compensation
Direct experience in compensation practices, talent management and retention, and succession planning
   
X
         
X
   
X
Finance & Financial Reporting
Technical expertise on financial statements and reporting matters, critical accounting policies, issues related to internal and external audits, and internal controls
           
X
X
   
X
 
Environment & Sustainability
Direct experience with environmental, health, community relations, and/or safety policy, practices and management
X
       
X
     
X
   
Legal
Experience as a lawyer either in private practice or in-house with a publicly listed company or other large organization
 
X
           
X
     
Risk Management
Experience identifying, assessing, managing, and reporting on corporate risk
X
X
         
X
       
Technology
Experience with technology development or application, which may include emerging technologies, information technology systems and/or cyber security
         
X
     
X
   
Years on Teck Board
12
3
7
3
1
22
14
5
1
4
2
4
Age
64
67
64
56
58
56
61
51
64
72
55
69
Diversity
Teck values diversity.  The Board believes having directors with diverse backgrounds experiences benefits Teck by enabling the Board to consider issues from a variety of perspectives.  Diversity can enhance effective decision-making and strategic planning.  When assessing potential candidates for nomination to the Board, the Governance Committee considers gender, national origin, and ethnicity, including Indigenous heritage, in addition to business skills, qualifications and career history, including experience in foreign jurisdictions.  In the final analysis, the Governance Committee values the insight and judgment that can be garnered from the broad spectrum of different approaches that a diverse slate of directors can bring to the issues facing Teck as a global mining enterprise.
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The Governance Committee considers the level of representation of women, visible minorities, and Aboriginal peoples in identifying and nominating candidates for election or re-election to the Board and has adopted specific measures to ensure that women nominees are considered when candidates for election to the Board are considered.  The Board has adopted a written policy in this regard, which includes a requirement that search consultants retained to assist with the identification of potential candidates to the Board be instructed to ensure that candidates reflecting the Board’s diversity criteria, including those pertaining to gender diversity and representation of visible minorities and Aboriginal peoples, are brought forward for consideration.  The Board has not adopted a policy with respect to the representation of persons with disabilities on the Board.
Having carefully considered the question, the Board has elected not to adopt a target number or percentage of women, visible minorities, Aboriginal peoples, or persons with disabilities on the Board on the grounds that appropriate skills and experience must remain the overriding criteria for nomination to the Board, and to guard against any perception that directors may have been nominated solely or primarily on the basis of those characteristics.
If all nominees proposed to be elected as directors at the Meeting are elected,

 
three of 12 directors, or 25%, will be women, including the Board Chair (30% of independent directors);
 
four of 12 directors, or 33%, will be visible minorities, (40% of independent directors); and
 
no directors will be Aboriginal peoples or persons with disabilities.
The Governance Committee will annually review the process for ensuring that diversity criteria are considered in accordance with its policy when nominees to the Board are considered.  The Board will measure the effectiveness of its policy over time by tracking Board diversity and reviewing candidate pools for diversity criteria.
The Board believes that diversity at Teck can help create a stronger company.  We recognize that women in particular are underrepresented in management roles within our company and within the mining industry as a whole.  Although the number of women in leadership roles within Teck has almost doubled since 2010, women still represent only 20% of all employees (an improvement of 4% since 2017).  We are committed to equality of opportunity and are taking concrete steps to strengthen the diversity of our talent pipeline and increase the representation of women in management roles within Teck.  These include: proactively reviewing development plans for high-performing and high-potential women; identifying talented individuals for leadership development programs and encouraging them to apply for more senior roles; developing family-friendly policies for mid-career women to assist with recruitment and retention; and changing job descriptions and job titles to be more gender neutral and inclusive.
With respect to members of senior management, the Board considers the level of representation of women in executive officer positions when making executive officer appointments, as part of a broader focus on diversity in our workforce and management.  For this purpose, we define diversity to include differences in age, race, gender, physical attributes, belief, language, sexual orientation, education, social background and culture.
The Board has not adopted specific numerical targets regarding numbers of women, visible minorities, Aboriginal peoples, or persons with disabilities in executive officer positions, on the grounds that appropriate skills and experience must remain the primary criteria for such appointments, and out of a concern that the establishment of numerical targets could create a perception that persons in executive officer roles have been appointed solely or primarily on the basis of those characteristics rather than their specific qualifications.  We are committed, however, to taking measures to enhance the advancement of women in management.  To that end, our Senior Executive Diversity Committee, chaired by the Senior Vice President and Chief Human Resources Officer (“CHRO”) and with representation from senior management, has adopted objectives regarding the further development of a diversity strategy, the implementation of specific measures aimed at attracting and retaining a diverse workforce, and ensuring that diversity is taken into account in management appointments.  Teck is seeking to increase female participation in all levels of its workforce.  Teck completed its second annual gender equity pay review in 2018, including an analysis of bonus and review rankings by supervisors, which found no evidence of a systemic gender pay issue and assists in tracking progress of high potential female employees.  In
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addition, Teck is holding gender intelligence training workshops for employees at multiple sites, with over 1,200 employees having participated to date.
Of Teck’s 15 members of senior management as defined in the CBCA, currently two (or 14%) are women, including the Board Chair, and there are no members who are visible minorities, Aboriginal peoples, or persons with disabilities.  Out of Teck’s larger senior management team, an additional six of the 23 members (26%) are women, one member (4%) is a visible minority, and no members are Aboriginal peoples or persons with disabilities.
Management Succession Planning
In accordance with its mandate, the Board as a whole has oversight of succession planning for senior management.  Succession plans for all senior positions are developed and maintained by the CHRO in consultation with other senior executives.  The Board annually reviews and considers a report from the CEO regarding potential succession candidates by position, as well as management’s action plans for positions where no succession candidate has been identified.  The Board separately considers succession as it relates to the CEO.  The CEO annually presents a detailed report on potential successors to his position, which takes into account the state of readiness of internal succession candidates to succeed the CEO on an emergency, interim, and permanent basis, as well as critical experiences and other attributes required in order for each candidate to enhance his or her readiness for succession.  The Board goes over the report position by position and discusses the individual attributes of each member of management in camera with the CEO.
Orientation and Continuing Education of Directors
As part of Teck’s orientation program, new directors are given copies of all policies, codes and mandates, provided with guidance concerning trading in Teck securities, blackout periods, and Teck disclosure practices.  Senior officers from each business division are made available to meet with new members to familiarize them with Teck’s operations, programs and projects.  Presentations made at these meetings, together with site visits, are intended to provide insight into Teck’s business and familiarize new directors with the policies and programs they require to perform their duties effectively.
Teck’s ongoing director education programs entail, as a matter of routine each year, site visits, presentations from outside experts and consultants, briefings from staff and management, and reports on issues relating to Teck’s projects and operations, sustainability and social matters, competitive factors, mineral and oil reserves and resources, the economy, accounting and financial disclosure issues, mineral and hydrocarbon education and other initiatives intended to keep the Board abreast of new developments and challenges that Teck may face.  Analysts’ reports relating to the industry are distributed to directors regularly, and selected press clippings covering the industry, actions by competitors, and commodity issues are distributed daily.  Directors participate at the Board’s annual strategy meeting in assessments of Teck’s possible growth paths and other strategic matters and are encouraged to attend, at Teck’s expense, industry conferences and director education seminars and courses.
Directors’ continuing education during 2019 included the following:
Presented by
Topic
Attendees
Management
Emerging Corporate Governance Issues
Ashar, Dottori-Attanasio, Dowling, Keevil, Lindsay, Murray, Pickering, Power, Snider
Management
Reserves and Resources Estimation and Reporting
Ashar, Chong, Dottori-Attanasio, Dowling, Fukuda, Higo, Keevil, Lindsay, McVicar, Murray, Pickering, Power, Snider
Management
Thriving in a Low Carbon World, The Circular Economy
Dottori-Attanasio, Dowling, Fukuda, Higo, Keevil, Lindsay, Murray, Pickering, Power, Snider
Management
Water Quality Management
Ashar, Dottori-Attanasio, Fukuda, Higo, Keevil, Kubota, Lindsay, Murray, Pickering, Power, Snider
Management
Tailings Management
Ashar, Dottori-Attanasio, Dowling, Fukuda, Keevil, Kubota, Lindsay, Murray, Pickering, Power, Snider


38


Presented by
Topic
Attendees
Management
Innovation & Technology in Mining, Industry Growth Drivers
Ashar, Chong, Dottori-Attanasio, Dowling, Fukuda, Keevil, Kubota, Lindsay, McVicar, Murray, Pickering, Power, Snider
Management
Site visit to Teck Highland Valley Copper Mine
Dottori-Attanasio, Dowling, Fukuda, Keevil, Kubota, Lindsay, Murray, Pickering, Power, Snider
McKinsey
Global Mega-trends and the Future of Mining
Ashar, Chong, Dottori-Attanasio, Dowling, Fukuda, Keevil, Kubota, Lindsay, McVicar, Murray, Pickering, Power, Snider
Queen’s University
Securities Regulation
Instructor - Murray
University of Arizona
Corporate Governance in Mining
Instructor - Snider
Harvard President’s University
Strategy and Leadership
McVicar
Blakes’ Business Class
Negotiating, Diversity & Unconscious Bias, Mergers & Acquisition Trends, and Shareholder Activism
Murray
Institute of Corporate Directors
Governance
Third Party Outsourcing
Cybersecurity
Various
Dottori-Attanasio
Dottori-Attanasio
Dowling
Keevil
National Association of Corporate Directors
Compensation Workshop
Dowling
Bank of America Merrill Lynch, BMO, PDAC, GLOBE
Mining and Metals Conferences
Keevil, Dowling, Lindsay
Various
Energy Industry Risk Conferences
Ashar
Various
Climate Change Risk
Dottori-Attanasio
Shareholder Engagement
The Board encourages shareholder participation at the Meeting, and the Chair and key Committee Chairs will be available at the Meeting to answer shareholder questions concerning governance matters.  The Board believes that constructive engagement with shareholders can provide valuable insight and assist the Board in maintaining the high standards of governance, particularly important in the context of Teck’s dual-class share structure.  The Board has adopted a Shareholder Engagement Policy, which is available on Teck’s website, to address how shareholders can engage with the Board.
Our Chair and the Chairs of the Compensation Committee and Governance Committees are available to respond to inquiries regarding governance matters, including the Board’s approach to executive compensation.  Requests for meetings will be considered on a case-by-case basis.  The Board will generally leave substantive discussion regarding the state of Teck’s business to management and may be restricted from discussing certain issues, but will endeavour to respond to all correspondence on appropriate topics on a timely basis, having regard to Teck’s Corporate Disclosure Policy.
Since our last annual meeting, we have engaged with shareholders extensively and members of the Board have met with shareholders representing approximately 18% of the Class B subordinate voting shares.  Discussion topics included our normal course issuer bid, dividend policy, capital allocation framework, our QB2 project, and environmental, social and governance matters.  In addition, in April 2019, members of the Board met with representatives of Climate Action 100+, an investor initiative whose signatories include more than 450 investors with over $39 trillion in assets under management, to discuss issues related to climate change and governance.
In 2017, the Board directed management to undertake significant engagement with major shareholders, in order to articulate the Board’s views on the analysis of the proxy advisory firms with respect to
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executive compensation, and to solicit direct feedback from shareholders with respect to Teck’s compensation practices.  Taking into account the results of the voting on the advisory resolution and the feedback received, we eliminated the granting of RSUs and DSUs to our NEOs and made substantial revisions to our performance criteria for our PSUs and PDSUs, in each case for grants beginning in 2017.  Prior to implementing the revisions, we again solicited the views of major institutional shareholders and the feedback received was largely supportive.
Teck strives to keep shareholders informed with respect to its business activities and financial results, including holding quarterly earnings conference calls, participating in roadshows and attendance by management members at numerous investor conferences, some of which are webcast. We hold an annual Investor and Analyst Day in Toronto where many members of management were available to answer questions from the investor community.  We also hold site visits to select operations in most years. Members of management also engaged with investors and proxy advisory firms with the aim of obtaining insight into their views on our governance practices and potential developments in best practices.
Feedback on our governance policies and practices is welcome and may be sent to:
Governance@Teck.com or Independent.Chair@Teck.com



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Information about Executive Compensation
This section outlines the executive compensation program at Teck and provides details on the Board review and decision making process for executive pay plans and awards.  Below is a summary of the leading practices that Teck has adopted to continue to align management interests to those of shareholders and to continue to strengthen Teck values:
Leading Practice
Read More
Advisory Vote on Executive Compensation ("Say on Pay")
Page 1
We give shareholders the opportunity to provide their views on Teck’s executive compensation program through a formal advisory resolution.
 
Compensation Philosophy
Page 44
We target the market median of our compensation peer group to set executive compensation target levels, with the ability to earn compensation above median levels for strong performance.
 
Compensation Mix
Page 46
81% of the CEO’s and approximately 75% of the other NEO’s total direct compensation is variable contingent on performance.  Teck’s compensation mix is slightly more heavily weighted toward long term incentives than our peer companies.
 
Clawback Policy
Page 50
We have a policy which calls for the clawback of incentive compensation in appropriate circumstances.
 
Share Ownership Guidelines
Page 58
We have share ownership guidelines for senior management, which encourage executives to build and maintain equity ownership throughout their tenure and further align the executive compensation program with the interests of long-term shareholders.
 
Anti-Hedging Policy
Page 31
Insiders and employees are prohibited from short-selling Teck securities and from buying or selling other instruments to hedge their share, unit and option holdings.
 
Performance Based Equity
Page 56
Since 2014, the NEOs have received performance based equity compensation and in 2017, we stopped issuing time-vesting share units to NEOs altogether
 
Disciplined Bonus Plan
Page 51
We adjust bonus plan payments to remove the effect of fluctuating commodity prices and foreign exchange rates, to ensure that our incentives reward underlying business performance.
 


Executive Summary
2019 Highlights
2019 was a challenging year for Teck, due to the lower commodity price environment and project development challenges, as well as operational challenges in our coal business and the related logistics chain.  Highlights include:
annual revenue of $11.9 billion and annual EBITDA of $1.4 billion;
in June, we closed the transaction through which SMM and Sumitomo Corporation subscribed for a 30% indirect interest in the subsidiary that owns the QB2 project by contributing US$1.2 billion to the project, with additional payments contingent on further development;
in November, we closed the $2.5 billion QB2 project financing; and
we distributed $111 million in dividends to shareholders and our Board directed management to apply an additional $600 million to the repurchase of Class B subordinate voting shares.
Our compensation outcomes for the year reflect the challenging conditions and performance in 2019.
Compensation Philosophy and Approach
We are in a highly cyclical, capital-intensive industry and we operate with a long-term outlook on building value for our shareholders.  Our executive compensation programs reinforce this by emphasizing long-term incentives.  Our Board is committed to pay for performance and to striking an appropriate balance between


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fixed and variable compensation.  We consider a variety of factors in setting executive compensation, including performance against objectives, market conditions and share price performance. Our share price performance is strongly influenced by changes in commodity prices, regardless of the operating performance of our business.
Our executive compensation programs feature the following key elements:
strong alignment with shareholders through an emphasis on equity-linked long-term incentives
an annual incentive program that adjusts, on a consistent formula basis, for changes in commodity prices and foreign exchange rates in order to more closely track management’s actual performance during the year.
performance-linked share units that pay out from 0-200% of target depending on performance measured against two metrics – relative total shareholder return and EBITDA growth relative to changes in the prices of commodities we produce.
Equity-Linked Compensation and Realizable Pay
Our Long Term Incentive Program for senior executives provides stock options, performance share units (“PSUs”) and performance deferred share units (“PDSUs”).  Stock options have a ten-year term and reward for share price appreciation while performance share units recognize management performance, encourage retention and build long-term shareholder alignment.  We no longer award RSUs or DSUs to senior executives, instead awarding only performance-linked share units in the form of PSUs or PDSUs.
Our emphasis on equity compensation and the significant shareholdings required of our executives create a direct link between share price performance and the potential value that can be realized from our equity programs.  Accordingly, based on Teck’s share price performance during 2019, the realizable value of executives’ shareholdings, including the in-the-money value of outstanding stock options and the mark-to-market value of outstanding share units, decreased substantially in 2019.  Actual proceeds realized on vesting or payout of these awards may vary significantly from their current realizable values.  Over the longer term, our realizable pay outcomes tend to reasonably reflect our target compensation levels, with significant volatility over the shorter term.
Due to disappointing price performance relative to our performance peer group, offset somewhat by EBITDA improvements relative to commodity price changes over the performance period, PSUs and PDSUs issued in 2017, which vested in December 2019, vested at the 90% level.  2017 was the first year in which two metrics were used for calculating the PSU performance factor. Teck’s total shareholder return (TSR) during the relevant period was lower than that of 11 of 12 peer companies, which resulted in a 0% performance factor for the TSR metric.  The second metric measures Teck’s EBITDA as against the price performance of the commodities that we produce.  Over the performance period, from the first quarter of 2017 to the third quarter of 2019, the price of the basket of commodities declined by approximately 25%, while rolling four-quarter EBITDA was essentially flat.  As a result, at the end of the performance period, the ratio of EBITDA to price index performance for the commodities was 1.543, resulting in an associated performance factor of 180%.  The two factors are weighted on an equal basis, resulting in a 90% performance factor overall, with 10% of the PSUs and PDSUs originally granted being forfeited on the vesting date.
As long-term incentives represented approximately 57% of NEOs’ direct compensation mix in 2019, the value derived from these vehicles strongly impacts the pay for performance relationship.  Given the cyclical nature of our business, the realizable value of these long-term incentives can vary dramatically from year to year.  In 2019, NEOs realized an aggregate of $0.9 million in gains on the exercise of stock options, due to the exercise options with an exercise price of $4.15 issued in 2009, which expired in February 2019.  As of the record date, only 31% of the 6,680,000 stock options issued to the NEOs and outstanding have any value.
The following chart compares the realizable value of $100 of total direct compensation awarded to the CEO during each year compared to the realizable value to shareholders of a $100 investment in Class B subordinate voting shares made on the first trading day of each year indicated, demonstrating the strong alignment between total compensation and shareholder outcomes.


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Notes:
 
Realizable values for the CEO are calculated based on the in-the-money value of options and the notional value of unvested share unit awards as of December 31, 2019, assuming full vesting, a PSU performance factor of 100%, and based on the closing price for Class B Shares on the TSX as at December 31, 2019 of $22.52.  The actual payout amount for PSUs and PDSUs cannot be determined until the actual payout dates. See page 62 for details on the payout value of share units. Actual payout values have been used for units that have already been paid out.
 
Realizable values for shareholders are calculated based on the closing price for Class B Shares on the TSX as at December 31, 2019 of $22.52 and do not include the value of any dividends paid during these periods.
Annual Incentive Program
We also focus on short-term operational performance and risk mitigation, including financial, safety and sustainability metrics, through our annual incentive program (see "Annual Incentive Program" on page 50).  Target bonuses are expressed as a percentage of base salary.  For 2019, the CEO had a target bonus of 125% of base salary and the other NEOs had an average target bonus of 75% of base salary.
Our annual incentive program focuses on specific objectives in three performance areas:
corporate performance based on:
 
actual financial performance measured relative to business plan and adjusted by a consistent and symmetrical formula to reflect commodity price and foreign exchange movement;
 
the Committee’s assessment of the achievement of critical milestones and Teck’s performance viewed holistically; and
 
Teck’s safety performance based on lead and lag safety indicators, subject to potential downward adjustment in certain circumstances;
business unit performance based on production, cost, and sustainability, measured against specific targets, and other qualitative considerations for staff groups; and
individual performance against objectives established at the start of the year
We use adjusted financial performance relative to our business plan as the key financial metric to evaluate our corporate performance.  The adjustment for commodity prices and foreign exchange ensures that targets can be set on a challenging basis to drive business performance.  To perform this adjustment, we measure actual results at year-end in comparison to our business plan for the year.  We then adjust those results, on a rigorous, symmetrical and consistent basis, to account for the impact of changes in commodity prices and changes in USD/CAD exchange rates.  Adjusting by formula to account for the impact of changes in commodity prices and foreign exchange rates on our financial results avoids windfall payments due to changes in market conditions, and provides a more balanced measurement of operational and financial performance throughout the commodity cycle. We believe this provides an incentive for consistently strong operational performance that results in long-term shareholder value creation.  For 2019, realized commodity prices were marginally higher than those assumed in our business plan, resulting in our targets being adjusted


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upwards slightly to account for those commodity prices, which meant that our actual performance for the year was lower relative to the higher targets.  Our financial performance for 2019 was 90% of the higher adjusted targets.  After consideration of various qualitative factors and safety performance, the result was an overall adjusted corporate rating of 85%, which was used to calculate bonuses under the annual incentive plan.
From a qualitative perspective, we specifically took into consideration the cost overruns experienced at the Neptune Bulk Terminals expansion project, the production issues in our coal business partly due to logistical challenges, the closing of the QB2 partnering transaction and the progress made in advancing the QB2 development project, the successful outcome of our QB2 project financing, the reduction during the year in our outstanding debt, and the overall significant improvement in Teck’s credit metrics.
Safety performance is the key non-financial metric used to modify our corporate performance rating.  We use both lead and lag indicators to measure our safety performance. Our safety modifier calculation reflected generally good safety performance in 2019 at 105%, resulting in an overall corporate rating of 89%.  However, in light of the fatality in our operations in 2019, overall calculated bonuses for senior management were further reduced by 5%, consistent with our strong view that safety is a company-wide responsibility.
Business unit performance takes into account production, cost, and sustainability for operating units and other qualitative considerations for staff groups.  Sustainability performance is measured against objectives established at the beginning of the year for each operating site in key areas such as environment, tailings management, community, water, biodiversity and energy.
Individual business units were rated as follows:
Business Unit
Rating
Base Metal Sites
113%
Coal Sites
115%
All Operations
114%
Functional Groups
114%

Taking into account all of these factors, the CEO obtained an individual performance rating of 90% and the other NEOs obtained an average individual performance rating of 99%, compared with 135% and 145% in 2018, respectively. The aggregate cost of NEO compensation in 2019 was equal to 0.17% of Teck’s 2019 revenue.
Say on Pay

At the 2019 Annual Meeting of Shareholders, shareholders voted 97.4% in favour of a resolution accepting the Corporation’s approach to executive compensation, with 93.9% support from holders of Class B subordinate voting shares.  As in past years, we engaged with major shareholders to solicit direct feedback with respect to our compensation practices and to articulate the Board’s views on the analysis of the proxy advisory firms.  We intend to continue this practice in 2020.


Compensation Discussion and Analysis
Our executive compensation programs are designed to attract, motivate, reward, and retain highly qualified and experienced executives.  We believe that the design of our executive compensation programs and policies is fully aligned with our short and long-term operational, safety and sustainability objectives, and long-term shareholder value creation.  We consider shareholder feedback in the design of these programs.
COMPENSATION PROCESS PARTICIPANTS
The Board has delegated certain oversight responsibilities to the Compensation Committee, but retains final authority and responsibility for overseeing our compensation program and process, including approval of amendments to or adoption of new equity-based compensation plans and the review and approval of Committee recommendations regarding senior executive compensation.
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In considering and approving the various components and amounts of compensation, the Compensation Committee draws upon the advice of the CEO, CHRO, Senior Vice President, Commercial and Legal Affairs (“SVP Legal”) and the Senior Vice President, Finance and CFO, on matters that fall within their respective areas of expertise and responsibilities.
The CHRO provides the Compensation Committee with internal and external analyses regarding the basic structure and competitiveness of Teck’s compensation program and the details of Teck’s various compensation and incentive plans.  Each year, the CEO and CHRO review the base salaries of the NEOs, other than the CEO, and other senior executives and recommend adjustments to these salaries. Additionally, the CEO and CHRO provide the Compensation Committee with a detailed review of the actual results for each performance measure under the annual incentive program compared to target and the resulting proposed payments under the plan.  The CEO and CHRO also propose the total number of stock options and performance share units to be granted and the specific grant amounts to the NEOs, other than the CEO, and other senior executives.
The Compensation Committee considers advice from Meridian, its independent compensation advisor with regard to compensation for the CEO and other NEOs and the recommendations of management in approving compensation matters and making recommendations to the Board.
COMPENSATION CONSULTANTS
Since 2012, the Compensation Committee has engaged Meridian to serve as independent advisor to the Compensation Committee, reporting directly to the Compensation Committee.  Meridian provides independent advice on a range of matters including trends and developments in executive and director compensation and related governance matters, review of management’s compensation proposals and advice provided to management by other compensation advisors, compensation for the CEO and other NEOs, and ad hoc assistance as requested by the Compensation Committee from time to time.  Meridian does not provide any other services to Teck.
The table below shows fees paid to Meridian for the last two financial years:
 
2019
 
2018
Executive Compensation-Related
Fees
All Other
Fees
 
Executive Compensation-Related
Fees
All Other
Fees
Meridian
$85,765
$0
 
$95,560
$0
OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
Our compensation policies are designed to:
 
Attract, motivate, reward, and retain highly qualified and experienced executives;
 
Recognize and reward contributions to Teck's success as measured by the accomplishment of specific performance objectives;
 
Ensure that a significant proportion of compensation is directly linked to the success of Teck while not encouraging excessive or inappropriate risk-taking;
 
Promote adherence to the high standards and values reflected in our Code of Ethics, and policies concerning safety and environmental stewardship; and
 
Protect long-term shareholder interests by ensuring NEO and other senior executive interests are aligned with those of shareholders.
COMPENSATION COMPARATOR GROUP
The Compensation Committee believes that Teck’s long-term success hinges on the quality of the executive team.  Accordingly, we must attract and retain the talent required to successfully operate and expand our business in a competitive marketplace.  Our compensation program is therefore market-driven and performance-based.  Among other things, the Compensation Committee refers to a Compensation Comparator Group that represents the market for executive talent.  This is different from the performance comparator group used for our PSU and PDSU plan
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metrics (described in Schedule B) which consists of resource companies with which we compete for capital.  In developing the Compensation Comparator Group, the Compensation Committee considers a variety of relevant criteria to identify companies of a similar scope and complexity, including:
 
Companies in similar industries or with similar business characteristics (defined as global mining, metal refining, and resource-based companies);
 
Similarly-sized companies in terms of annual revenue, enterprise value and market capitalization; and
 
Companies that have diverse commodity portfolios or multiple locations (Teck is focused on coal, copper, zinc, and energy in multiple locations and countries).
The Compensation Comparator Group was reviewed by the Compensation Committee, with support from Meridian, in September 2019.   As one of the peer companies, Goldcorp Inc. had been acquired by another of the peer companies, Newmont Mining Corporation, Agnico Eagle Mines Limited was added as a replacement in order to keep the number of peer group companies at an appropriate level.  The 2019 Compensation Comparator Group consisted of the following:
Name
Asset Values1 (USD)
Annual Revenue1
(USD)
Market Capitalization2
(USD)
Primary Commodities
(USD)
Agnico Eagle Mines Limited
7.9B
2.2B
9.4B
Gold
Alcoa Corporation
15.9B
13.4B
5.0B
Aluminum
Anglo American plc(3)
52.2B
27.6B
28.3B
Iron ore, copper, coal, platinum, diamonds,  manganese, nickel
Barrick Gold Corporation(4)
22.6B
7.2B
15.8B
Gold, copper
Cameco Corporation(4)
5.9B
1.5B
4.5B
Uranium, energy
Canadian Natural Resources Limited(4)
52.4B
15.4B
29.1B
Energy
Cleveland-Cliffs Inc.
3.5B
2.3B
2.3B
Iron ore, coal
First Quantum Minerals Ltd.(4)
23.5B
4.0B
5.5B
Copper, nickel, gold
Freeport McMoRan Inc.
42.2B
18.6B
14.9B
Copper
Goldcorp Inc.(4)(5)
17.0B
3.0B
8.5B
Gold
Kinross Gold Corporation(4)
8.1B
3.2B
4.0B
Gold
The Mosaic Company
20.1B
9.6B
11.3B
Phosphate, potash
Newmont Mining Corporation
20.7B
7.3B
18.5B
Gold, copper
Nutrien Ltd. (4)(5)
45.5B
18.8B
28.8B
Potash, nitrogen, phosphate
Suncor Energy Inc. (4)
65.6B
28.2B
44.6B
Energy
Teck Resources Limited(4)
29.0B
9.2B
12.4B
Steelmaking coal, copper, zinc
Teck Percentile Positioning
67%
53%
53%
 
(1)
As reported by Capital IQ as of December 31, 2018.
(2)
As reported by Capital IQ for the period ended December 31, 2018.
(3)
Figures reported in GB£ have been converted to US$ by Capital IQ using the December 31, 2018 exchange rate of GB£1.275.
(4)
Figures reported in CAD$ have been converted to US$ by Capital IQ using the December 31, 2018 exchange rate of Cdn$0.733.
(5)
Goldcorp Inc. was acquired by Newmont Mining Corporation on January 14, 2019.
TOTAL DIRECT COMPENSATION COMPONENTS
Total direct compensation (base salary, annual incentive bonus and long-term incentives) payable to our NEOs is targeted within a competitive range of the median of the Compensation Comparator Group, provided that as: (i) market data is inherently imprecise; and (ii) available market data may not be reflective of the specific roles, responsibilities and experience of the NEOs, we use judgment to interpret market data and set NEO target compensation levels.  Compensation may be above or below estimated median compensation based on the
46

incumbent’s experience and performance in the role over time.  The following charts set out the weighting of the direct compensation provided to the CEO and to the remainder of our NEOs in 2019, apart from health, disability, and life insurance benefits, pension and retirement programs, and perquisites.  As shown in these charts, the total value is weighted to “at risk” variable compensation (i.e. annual incentive bonus and long-term incentives).
The direct compensation components are linked to our corporate objectives as follows:
Compensation Component
Description
 
Link to Corporate Objectives
Base Salary
Base salary is determined through an analysis of salaries paid by companies in the Compensation Comparator Group as well as individual performance, experience in the role and scope of the role.  The quantum of the base salary is meant to reflect the capability of the individual as demonstrated over an extended period of time.
 
Appropriately set base salaries enable Teck to attract and retain highly skilled and talented executives.  Our base salary plan recognizes, through higher annual salary adjustments, those employees who consistently exceed expectations.
Annual Incentive Bonus
The Annual Incentive Bonus for NEOs and other management, technical, commercial and administrative staff focuses on specific objectives in three performance areas:
 
Key financial metric of corporate performance is performance relevant to budget;
 
corporate performance measured by:
   
actual year-end results are compared to budgeted results;
   
corporate financial performance based on adjusted performance relative to budget (see “Annual Incentive Program”, below), adjusted to reflect other qualitative considerations; and
   
targets are adjusted to account for changes in commodity prices and foreign exchange rates;
   
modified by safety performance based on lead and lag indicators, subject to potential downward adjustment in certain circumstances;
   
safety is a key modifier of corporate performance, tracked through lag and lead indicators.
   
business unit performance based on production, cost, sustainability and other qualitative considerations for staff groups; and
 
Sustainability is a key metric of business unit performance.
   
individual performance.
 
Other key metrics at the business unit level recognize matters that are within management's control.
         
The individual component recognizes individual contributions to Teck reflected by achievement of specific personal annual objectives.
         
Results are adjusted based on a qualitative review designed to consider the quality and sustainability of the financial results.


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Compensation Component
Description
 
Link to Corporate Objectives
       
Long-term Incentives:
stock options and performance linked
NEOs and other senior executives are eligible to participate in Teck’s stock option, PSU, and PDSU plans.  2019 long-term incentive grants included:
 
Our long-term incentives are designed to foster and promote the long-term financial success of Teck by:
share units (PSUs and PDSUs)
50% value as performance-linked equity awards (PSUs or PDSUs); and
 
strengthening our ability to attract and retain highly qualified and experienced employees;

50% value as stock options.
 
motivating those employees to achieve the longer term goals of Teck; and
 
Stock options:
 
linking total compensati