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at it from a risk assessment you need to look at the amount paid out under change of control, to the recent example involving Viterra Inc. executives including chief execu- tive officer Mayo Schmidt following the sale of the company to a consortium headed by Glencore International PLC. An article in The Globe and Mail " says Côté, pointing stated that Schmidt's take would be an estimated $37.5 million, a combination of the value of his stock holdings and the fully vested value of his outstanding options and incentive awards such as restricted and performance share units, and includes payments that would be triggered by the change of control of the company. In accordance with his employment contract he would receive three times his $1.05-million salary and three times the average amount he has received in short-term incentive pay- ments in the past three years for anoth- er $2.8 million. "That's really high," says Côté, noting the Viterra example is out of touch with trends in the U.S. and Canada where three-times multipliers are going down and two-times multipli- ers are going up. Three-times cash mul- tipliers have decreased over the period of 2008 to 2010. For CEOs, three-times multipliers have decreased to 44 per cent from 66 per cent, according to Equilar Inc., a U.S.-based company that tracks and benchmarks executive com- pensation. At the same time, two-times cash multipliers have increased to 35 per cent from 18 per cent. "The trend in Canada is the same, "Equilar Cash Severance Analysis," compared change-of-control strategies in Fortune 100 companies from 2008 to 2010. The report noted that the prevalence of change-of-control arrangements has not declined, but companies were decreasing payments and restricting the triggers for payments. To protect their interests companies An Equilar August 2011 report, Study: Change-in-control " says Côté. need to stay on top of what has become an increasily scrutinized area by share- holders. For large financial institutions and public companies the number crunch- ing of compensation risk assessments are typically done by advisory firms skilled in stress-testing compensa- tion plans. Paul Gryglewicz is manag- ing partner with Global Governance Advisors, an independent executive compensation and advisory firm work- ing for boards of directors, human resource departments, and compensa- tion committees, primarily at finan- cial institutions, resource companies, and even pension funds. The company helps those groups through the annual review of executive compensation, plan designs and levels, and board educa- tion. "Any time there's a new design we want to go through a compensation risk review, tive is to assess the appropriateness of plans relative to the risk appetite for the organization, the business strategies, and the goals and objectives." That is done by looking at the poli- " says Gryglewicz. "The objec- cies like pay mix, plan vesting, fre- quency of payout, and the processes such as the board's role in the oversight FIND EXPERT INTERPRETATION OF OMBUDSMAN LEGISLATION NEW PUBLICATION OMBUDSMAN LEGISLATION IN CANADA: AN ANNOTATION AND APPRAISAL GREGORY J. LEVINE, LL.B., Ph.D. Ombudsman Legislation in Canada: An Annotation and Appraisal provides a comprehensive review of the Canadian ombudsman system, with a detailed comparative review of the legislative provisions across all jurisdictions. In addition to providing a basic statutory interpretation of the legislative provisions, the author discusses case law and how the courts have seen the ombudsman. THIS NEW PUBLICATION PROVIDES: • ORDER # 984934 $125 Softcover approx. 250 pages March 2012 978-0-7798-4934-5 • • Key guidance on matters involving ombudsmen, their powers, and what they can do under their enabling legislation – from a leading practitioner in ombudsman law Comprehensive analysis of the legislative framework in place at the federal, provincial and territorial levels – eliminating the need to consult multiple resources Ombudsman Legislation in Canada: An Annotation and Appraisal is an important desk reference for parliamentary and executive ombudsmen, their counsel, and administrative lawyers engaged in dealing with government departments and bureaucracy. AVAILABLE RISK-FREE FOR 30 DAYS Order online at www.carswell.com Call Toll-Free: 1-800-387-5164 In Toronto: 416-609-3800 Shipping and handling are extra. Price subject to change without notice and subject to applicable taxes. AUTHORITATIVE. INNOVATIVE. TRUSTED. Coverage of the broader administrative aspects of the Ombudsman office – including what oversight a legislature or Parliament has over the ombudsman, how the office is established, what is its accountability, and salary and remuneration issues 22 • JUNE/JULY 2012 INHOUSE

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