West Fraser Timber Co., Ltd 6-K, filed Mar 17, 2021

West Fraser Timber Co., Ltd (WFG)

6-K 2021-03-17 For: 2021-03-16

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Added on April 11, 2026

About this 6-K

West Fraser Timber Co., Ltd filed this 6-K on March 17, 2021.

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INVITATION TO SHAREHOLDERS			2

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			3

INFORMATION CIRCULAR			6

DEFINITIONS			6
INSTRUCTIONS ON VOTING AT THE MEETING			10
FREQUENTLY ASKED QUESTIONS			13
VOTING BY NON-REGISTERED SHAREHOLDERS			17
BUSINESS TO BE TRANSACTED AT THE MEETING			19
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS			20
BOARD RENEWAL			29
DIRECTOR COMPENSATION			32
VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID			35
APPOINTMENT OF THE AUDITOR			36
ADVISORY RESOLUTION ON THE COMPANY’S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY)			37
OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES			37
GOVERNANCE POLICY			37
CHAIRMAN OF THE BOARD			38
LEAD DIRECTOR			38
GOVERNANCE & NOMINATING COMMITTEE			39
MAJORITY VOTING POLICY			39
ADVANCE NOTICE POLICY			40
CODE OF CONDUCT			40
CHARTERS			41
MINIMUM EQUITY HOLDING			41
MANDATE OF THE BOARD			42
CORPORATE DISCLOSURE POLICY			43
AUDIT COMMITTEE			43
DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD			44
SHAREHOLDER FEEDBACK AND CONCERNS			45
EXPECTATIONS OF MANAGEMENT			45
COMPOSITION OF THE BOARD			46
BOARD DIVERSITY POLICY			48
SERVING ON OTHER BOARDS			49
COMMITTEES OF THE BOARD			49
ORIENTATION PROGRAM AND CONTINUING EDUCATION			52
PERFORMANCE REVIEWS			54
MEETING ATTENDANCE RECORD			54
EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS			55
HUMAN RESOURCES & COMPENSATION COMMITTEE RESPONSIBILITY			55
COMPOSITION OF THE HUMAN RESOURCES & COMPENSATION COMMITTEE			56
REPORT ON EXECUTIVE COMPENSATION			56
PERFORMANCE GRAPH			66
EXECUTIVE COMPENSATION			67
SUMMARY COMPENSATION TABLE			68
OPTION GRANTS			69
RS UNITS AND PS UNITS			74
PENSION PLANS			75
SEVERANCE AND CHANGE OF CONTROL AGREEMENTS			77
DIRECTORS’ COMPENSATION AND HOLDINGS			77
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			77
INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES			77
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			78
ADDITIONAL INFORMATION			78



For disclosure about:		Refer to the following section(s) in the Circular

• the election of Directors		“Information Regarding Nominees for Election as Directors”



• the appointment of the Company’s auditor		“Appointment of the Auditor”

• the approval of the Company’s approach to executive compensation		“Advisory Resolution on the Company’s Approach to Executive Compensation (Say on Pay)”



HENRY H. (HANK) KETCHAM	Director since September 16, 1985 Age: 71 Hank Ketcham resides in Vancouver, B.C., Canada. He is our Chairman of the Board. Mr. Ketcham was our President until April 2012 and retired from the position of CEO effective March 1, 2013 when his title as Chairman of our Board was re-designated as Executive Chairman. Effective April 19, 2016 he became our Chairman of the Board. He is also a director and shareholder of Ketcham Investments, Inc., which owns 5,562,718 Common shares and 1,743,228 Class B Shares of the Company. Mr. Ketcham has been actively involved with the Company since 1973. He was formerly a director of The Toronto-Dominion Bank. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Forestry/Manufacturing		Risk Management Executive Compensation
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	49,168,713	636,467	99



REID E. CARTER	Director since April 19, 2016 Age: 64 Reid E. Carter resides in West Vancouver, B.C., Canada. He is a corporate director. From 2003 to the end of 2018, Mr. Carter was a Managing Partner at Brookfield Asset Management, Inc., a global asset manager, and was President of Brookfield Timberlands Management LP. In this role, Mr. Carter led the acquisition of approximately 3.5 million acres of private timberlands throughout North America and Brazil as well as the teams responsible for all growth and operations aspects of these businesses. Mr. Carter also served as President and Chief Executive Officer of Acadian Timber Corp. from 2010 to 2015 and its predecessor, Acadian Timber Income Fund, from 2006 to 2010, and currently serves as a director of Acadian Timber Corp., which is listed on the TSX. He served as National Bank Financial’s Paper and Forest Products Analyst between 1996 and 2003. Between 1990 and 1996 he served as a resource analyst with TimberWest Forest Corp. Mr. Carter served as a director of Enercare Inc. until the end of 2019. Mr. Carter holds a combined undergraduate degree in Forestry and Biology and a master’s degree in Forest Soils, both from the University of British Columbia. Mr. Carter is the Chair of the Audit Committee and a member of the Governance & Nominating Committee. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Financial Literacy		Forestry/Manufacturing Capital Markets
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	48,965,838	839,342	98


RAYMOND FERRIS	Director since April 23, 2019 Age: 58 Ray Ferris resides in Vancouver, B.C., Canada. He is our President and CEO. Before April 19, 2018, Mr. Ferris was our Executive Vice-President and Chief Operating Officer and before February 15, 2016 he was our Vice-President, Wood Products. On April 19, 2018 the Company announced a senior leadership transition plan and Mr. Ferris replaced Mr. Seraphim as President of the Company, and on June 30, 2019, Mr. Ferris replaced Mr. Seraphim as CEO following Mr. Seraphim’s retirement from that office. Mr. Ferris holds a Bachelor of Science Degree in Engineering from the University of New Brunswick. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Forestry/Manufacturing		Risk Management Executive Compensation
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	49,604,661	200,519	99



JOHN N. FLOREN	Director since April 19, 2016 Age: 62 John N. Floren resides in Eastham, Massachusetts, USA. He has been President and Chief Executive Officer of Methanex Corporation since January 2013. Prior to this appointment, Mr. Floren was Senior Vice President, Global Marketing and Logistics of Methanex from June 2005 and, prior to that, Director, Marketing and Logistics, North America from May 2002. He has been an employee of Methanex for approximately 21 years and has worked in the chemical industry for over 30 years. He currently serves as a director of Methanex, which is listed on the TSX. Mr. Floren holds a Bachelor of Arts in Economics from the University of Manitoba. He also attended the Harvard Business School’s Program for Management Development and has attended the International Executive Program at INSEAD. He also completed the Directors Education Program at the Institute of Corporate Directors. Mr. Floren is the Chair of the Health, Safety & Environment Committee and a member of the Human Resources & Compensation Committee and the Governance & Nominating Committee. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Forestry/Manufacturing		Capital Markets Executive Compensation
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	49,101,275	703,905	99


ELLIS KETCHAM JOHNSON	Proposed Director Age: 57 Ellis Ketcham Johnson lives in Greenwich, Connecticut, USA. Ms. Johnson is currently the president of a private philanthropic foundation and a member of the Parents Leadership Council of Georgetown University. She previously worked at Imax Corporation in Canada. Ms. Johnson completed her undergraduate degree at Lewis and Clark College and received a graduate degree from Yale University. She recently completed a Directorship Program with an emphasis on Board Governance.
	Voting results of 2020 annual meeting of Shareholders:
		Votes for	Votes withheld	% Votes For

	Number of votes	n/a	n/a	n/a



BRIAN G. KENNING	Director since April 19, 2017 Age: 71 Brian G. Kenning resides in Vancouver, B.C., Canada. He is a corporate director. He was a Managing Partner of Brookfield Asset Management Inc., a company involved in the real estate, asset management and power generation sectors, from 1995 to 2005. From 1988 to 2005, Mr. Kenning was also Chairman and Managing Partner of B.C. Pacific Capital Corporation, an affiliate of Brookfield Asset Management Inc., active in merchant banking and investing. Over the past 10 years, Mr. Kenning has served as director of a number of public and private corporations. He served as a director of British Columbia Ferry Services Inc. until May 2019 and as a director of Maxar Technologies Ltd. from 2003 to 2019. In addition, Mr. Kenning is a past Governor of the B.C. Business Council and a past Director of the B.C. chapter of the Institute of Corporate Directors. Mr. Kenning graduated from Queen’s University with an MBA in 1973. Mr. Kenning is the Chair of the Human Resources & Compensation Committee and a member of the Governance & Nominating Committee. Key Areas of Expertise and Experience:
	Financial Literacy Risk Management		Executive Compensation Governance
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	49,061,875	743,305	99



MARIAN LAWSON	Director since February 1, 2021 Age: 64 Marian Lawson resides in Toronto, Ontario, Canada. Ms. Lawson retired from Scotiabank in 2018, with over 30 years of experience in banking and capital markets. Ms. Lawson served as a director of Norbord from May 6, 2020 until her resignation and was appointed to the Board of West Fraser on February 1, 2021 in connection with the Norbord Acquisition. During her tenure, Ms. Lawson held numerous senior roles at Scotiabank including Executive Vice President, Global Head, Financial Institutions and Transaction Banking, Deputy Head of Corporate Banking, Managing Director, Capital Markets, and Vice-President, Internal Audit. The majority of her roles involved assisting management teams in the execution of their strategies, which included acquisitions, expansions, divestitures, refinancings and restructurings. In addition, during the latter part of her career, Ms. Lawson successfully expanded and restructured several businesses. In 2016, Ms. Lawson received the Women in Capital Markets Award for Leadership and the Women’s Executive Network, Top 100 Corporate Executive Award. Ms. Lawson holds a BA in Economics from York University, an MBA (Finance) from McMaster University, and an ICD.D designation. Ms. Lawson is a director of Canadian Tire Bank (2018 to present) and was a board member of 1832 Asset Management LP, a wealth management subsidiary of Scotiabank, from 2016 to 2018. Ms. Lawson is a member of the Human Resources & Compensation Committee and the Health, Safety & Environment Committee. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Financial Literacy		Risk Management Capital Markets
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	n/a	n/a	n/a



COLLEEN MCMORROW	Director since February 1, 2021 Age: 64 Colleen McMorrow resides in Oakville, Ontario, Canada. Ms. McMorrow earned a Bachelor of Commerce Degree and a Graduate Diploma in Accountancy both from the John Molson School of Business, Concordia University. She is a Fellow Certified Public Accountant, Fellow Chartered Accountant and is currently a corporate director. Ms. McMorrow served as a director of Norbord from May 6, 2020 until her resignation and was appointed to the Board of West Fraser on February 1, 2021 in connection with the Norbord Acquisition. Ms. McMorrow was also a senior client assurance partner with Ernst & Young LLP (EY), a global professional services firm, until her retirement in June 2016. She has more than 35 years of experience in advising audit committees and senior management of public and private global companies. She is currently a director of Ether Capital Corporation, whose common shares are listed for trading on the Aequitas NEO Exchange, and Exco Technologies Limited, which is listed on the TSX (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 49). Ms. McMorrow was formerly a director of LOGIQ Asset Management. She has also been a member of the board of the Investment Management Corporation of Ontario since 2016 and of Plan International Canada Inc. since 2015. In addition to her client serving role, Ms. McMorrow held a number of leadership roles at EY and, from 2009 to 2016, she was the National Director in Canada of EY’s signature Entrepreneur of the Year awards program and the firm’s Growth Markets Leader (high-growth entrepreneurial companies). Ms. McMorrow is a member of the Audit Committee and the Health, Safety & Environment Committee. Key Areas of Expertise and Experience:
	Financial Literacy Risk Management		Governance Executive Compensation
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	n/a	n/a	n/a



GERALD J. (GERRY) MILLER	Director since April 19, 2012 Age: 65 Gerry Miller resides in Kelowna, B.C., Canada. He is a Chartered Professional Accountant who retired from West Fraser on July 31, 2011 after a 25-year career. Mr. Miller was a key member of West Fraser’s senior executive team and served in a number of executive positions including as Executive Vice-President, Pulp & Paper, Executive Vice-President, Operations and Executive Vice-President, Finance and CFO, the position that he held at the time of his retirement. Mr. Miller is also a trustee of Granite Real Estate Investment Trust, which is listed on the TSX and the NYSE, and a director of Granite REIT Inc. He holds a Bachelor of Commerce Degree from the University of British Columbia. Mr. Miller is a member of the Audit Committee and the Health, Safety & Environment Committee. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Financial Literacy		Forestry/Manufacturing Executive Compensation
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	49,054,626	750,554	98



ROBERT L. PHILLIPS	Director since April 28, 2005 Age: 70 Robert L. Phillips resides in Anmore, B.C., Canada. In February 2008, Mr. Phillips was designated by the Board to serve as Lead Director. Before July 2004, he was President and Chief Executive Officer of the BCR Group of Companies, which was involved in rail transportation and marine terminal operations. Before joining BCR, he was Executive Vice-President, Business Development and Strategy for MacMillan Bloedel Limited, and has held the position of President and Chief Executive Officer of the PTI Group Inc. and Dreco Energy Services Ltd. He was appointed Queen’s Counsel in Alberta in 1991. He is a director of the following public corporations: Canadian National Railway Company, which is listed on the TSX and the NYSE, Capital Power Corporation, which is listed on the TSX and Canadian Western Bank, which is listed on the TSX, (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 49). On December 31, 2018, Mr. Phillips retired as the Chairman and a director of Maxar Technologies Ltd. (formerly known as MacDonald Dettwiler & Associates Ltd.) and served as a director of Maxar Technologies Inc., its new U.S. parent company, from January 1, 2019 to May 13, 2020. Mr. Phillips holds a B.Sc. (Chemical Engineering) and an LL.B., both from the University of Alberta. In his capacity as Lead Director he serves as Chair of the Governance & Nominating Committee. Mr. Phillips is also a member of the Human Resources & Compensation Committee. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Forestry/Manufacturing		Executive Compensation Governance
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	46,488,189	3,316,991	93



JANICE G. RENNIE	Director since April 28, 2004 Age: 63 Janice G. Rennie resides in Edmonton, Alberta, Canada. She is a Fellow Chartered Accountant and a Fellow of the Institute of Corporate Directors and is currently a corporate director. From September 7, 2004 to September 9, 2005 she was the Senior Vice-President, Human Resources and Organizational Effectiveness of EPCOR Utilities Inc., a provider of energy, water and energy-related services and products that is solely owned by the City of Edmonton, on whose board she previously served for over 10 years and rejoined as a director in 2017 and currently serves as the Chair of its board. She is a director of the following public corporations: Major Drilling Group International Inc., which is listed on the TSX, and Methanex Corporation, which is listed on the TSX, (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 49). Ms. Rennie was formerly a director of Teck Resources Ltd. and WestJet Airlines Ltd. Ms. Rennie earned a Bachelor of Commerce Degree from the University of Alberta. Ms. Rennie is a member of the Audit Committee, the Human Resources & Compensation Committee and the Governance & Nominating Committee. Key Areas of Expertise and Experience:
	Financial Literacy Executive Compensation		Governance Human Resources
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	48,870,151	935,029	98



GILLIAN D. WINCKLER	Director since April 19, 2017 Age: 58 Gillian D. Winckler resides in Vancouver, B.C., Canada. Ms. Winckler is a former mining and business executive with over 25 years of diversified experience in the metals and mining industry and the financial sector. Ms. Winckler spent 16 years with BHP Billiton in London, England and Vancouver, Canada where she was involved with corporate and divisional strategy, mergers and acquisitions, divestments, exploration as well as project evaluation and development. Upon leaving the company she joined Coalspur Limited, a thermal coal development company listed in Canada and Australia, as its Chief Executive Officer and President. Ms. Winckler held this position, as well as Chief Financial Officer for a brief period of three years until the company was acquired in June 2015. Prior to the mining industry, Ms. Winckler spent five years as a corporate financier in South Africa and London and five years in the auditing profession. Ms. Winckler is a Chartered Accountant (South Africa), with a B.Sc. and B.Comm. (Hons) obtained in South Africa. Ms. Winckler also obtained an ESG Competent Boards Certificate and Global Competent Boards Designation (GCB.D). Ms. Winckler currently is a director of Pan American Silver Corp., which is listed on the TSX and The NASDAQ Stock Market, and a director of FLSmidth & Co. A/S, a Danish engineering company, which is listed on The NASDAQ OMX Exchange Copenhagen, (see “Our Corporate Governance Policies and Procedures – Serving on Other Boards” on page 49). Ms. Winckler is a member of the Audit Committee and the Health, Safety & Environment Committee. Key Areas of Expertise and Experience:
	Senior Executive/Strategic Leadership Financial Literacy		Governance Human Resources
	Voting results of 2020 annual meeting of Shareholders:

		Votes for	Votes withheld	% Votes For

	Number of votes	49,520,637	284,543	99


Skills and Experience		Target Number of Non-Management Directors
Senior executive/Strategic leadership		4
Financial literacy		4
Forestry/Manufacturing		3
Risk management		4
Capital markets		3
Government relations		2
Executive compensation		4
Governance		4


Board Tenure
Tenure	Number of Directors	% of Directors
0 to 1 years	3	25
1 to 5 years	5	42
6 to 10 years	1	8
11 years and over	3	25


Annual base retainer		$85,000¹
Annual equity retainer		$85,000 in DS Units
Annual Committee Chair retainer²		$10,000 per Committee
Lead Director annual retainer³		$50,000
Chairman annual retainer⁴		$295,000


Name	Fees earned¹ ($)	Share- based awards² ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Hank Ketcham	380,000	85,000³	Nil	Nil	Nil	Nil	465,000
Reid E. Carter	95,000	85,000	Nil	Nil	Nil	Nil	180,000
John N. Floren	95,000	85,000	Nil	Nil	Nil	Nil	180,000
Brian Kenning	95,000	85,000	Nil	Nil	Nil	Nil	180,000
John K. Ketcham	85,000	85,000	Nil	Nil	Nil	Nil	170,000
Marian Lawson⁴	-	-	-	-	-	-	-
Colleen McMorrow⁴	-	-	-	-	-	-	-
Gerry Miller	85,000	85,000	Nil	Nil	Nil	Nil	170,000
Robert L. Phillips	135,000	85,000	Nil	Nil	Nil	Nil	220,000
Janice G. Rennie	85,000	85,000³	Nil	Nil	Nil	Nil	170,000
Gillian Winckler	85,000	85,000	Nil	Nil	Nil	Nil	170,000


Name	Cash	DS Units¹
Hank Ketcham	$465,000	Nil²
Reid E. Carter	Nil	$180,000
John N. Floren	$95,000	$85,000
Brian Kenning	$95,000	$85,000
John K. Ketcham	$85,000	$85,000
Marian Lawson³	-	-
Colleen McMorrow³	-	-
Gerry Miller	$85,000	$85,000
Robert L. Phillips	$135,000	$85,000
Janice G. Rennie	$170,000	Nil²
Gillian Winckler	$70,000	$100,000


Name	Shares ($)	Exercisable Options ($)	DS Units ($)	Total Value ($)
Hank Ketcham	35,432,692	13,892,584	Nil	49,325,276
Reid E. Carter	Nil	Nil	955,771	955,771
Ray Ferris¹	3,376,119	3,481,610	Nil	6,857,729
John N. Floren	Nil	Nil	623,010	623,010
Brian G. Kenning	107,400	Nil	461,910	569,310
John K. Ketcham	88,703,450	Nil	758,423	89,461,873
Ellis Ketcham Johnson	92,602,965	Nil	Nil	92,602,965
Marian Lawson	Nil	Nil	140,963²	140,963
Colleen McMorrow	Nil	Nil	84,578²	84,578
Gerry J. Miller	728,709	Nil	1,245,572	1,974,281
Robert L. Phillips	895,000	Nil	1,436,296	2,331,296
Janice G. Rennie	89,500	Nil	1,836,898	1,926,398
Gillian D. Winckler	156,625	Nil	514,446	671,071


Name of Beneficial Holder	Title of Class	Amount Beneficially Owned or Controlled	% of Class	% of Total Votes
Ketcham Investments, Inc.¹	Common shares Class B Shares	5,562,718 1,743,228	4.6 76.4	4.5 1.4 5.9
Tysa Investments, Inc.²	Common shares Class B Shares	3,887,792 333,066	3.2 14.6	3.1 0.3 3.4
Brookfield Asset Management Inc.³	Common shares	20,814,573	17.2	16.9


Name	Shares	DS Units	Total	Value¹($)	Meets Requirement?

Hank Ketcham	395,896	Nil	395,896	35,432,692	Yes
Reid E. Carter	Nil	10,679	10,679	955,771	Yes
Ray Ferris	37,722	Nil	37,722	3,376,119	Yes²
John N. Floren	Nil	6,961	6,961	623,010	Yes
Ellis Ketcham Johnson³	1,034,670	Nil	1,034,670	92,602,965	Yes
Brian Kenning	1,200	5,161	6,361	569,310	Yes
John K. Ketcham³	991,100	8,474	999,574	89,461,873	Yes
Marian Lawson⁴	Nil	1,575⁵	1,575	140,963	No⁵
Colleen McMorrow⁴	Nil	945⁵	945	84,578	No⁵
Gerry Miller	8,142	13,917	22,059	1,974,281	Yes
Robert L. Phillips	10,000	16,048	26,048	2,331,296	Yes
Janice G. Rennie	1,000	20,524	21,524	1,926,398	Yes
Gillian Winckler	1,750	5,748	7,498	671,071	Yes


Name		Determination and Basis
Hank Ketcham		Independent (see commentary below)
Reid E. Carter		Independent
Ray Ferris		Non-independent Basis for Determination: Currently our President and CEO
John N. Floren		Independent
Ellis Ketcham Johnson		Independent (see commentary below)
Brian G. Kenning		Independent
John K. Ketcham		Independent (see commentary below)
Marian Lawson		Independent
Colleen McMorrow		Independent
Gerry Miller		Independent (see commentary below)
Robert L. Phillips		Independent
Janice G. Rennie		Independent
Gillian D. Winckler		Independent


Topic		Presented By
2020 Year-End Executive Compensation		Willis Towers Watson
Accounting and Regulatory Updates		E&Y - Canadian Directors Network
Accounting for Cryptocurrencies under IFRS		CPA Canada


Topic		Presented By
Accounting Standards Implementation (IFRS 9, 15, 16)		E&Y - Canadian Directors Network
AcSB Domestic Standards Update for Part II and Part III		CPA Canada
AcSB Framework for Reporting Performance Measures		CPA Canada
Asia Pacific Board Intelligence		ICD Webinar
Audit Quality Symposium		CPAB
Blockchain Disruption		NACD
Board Culture and Maximizing Board Effectiveness		Institute of Corporate Directors (“ICD”)
Board Oversight of Corporate Culture		E&Y - Canadian Directors Network
Board Oversight of Strategic Issues		ICD
Board Risk Oversight		Global Risk Institute
Bringing Artificial Intelligence to the Financial Audit		CPA Canada
Canada Planning Across the Enterprise		CPA Canada
Canadian Public Company Financial Reporting Update		CPA Canada
Challenges for the Board and Audit Committee		Deloitte
Chairing the Board		ICD Video Learning Series
Climate Change: Implications for Corporate Oversight		CPA Canada
Company Reporting Update		CPA Canada
CPAB Audit Committee Forum		CPAB
Current Issues in Canadian Corporate Governance		ICD
Cyber Security		EPCOR
Cyber Security		ICD Forum
Cyber Security		KPMG/NACD Webinar
Cyber-Security		Michael Doucet (former head of CSIS)
Data Analytics		Andrew Bentley SAS
Developments in the Evolution of ESG		ICD
Digital Disruption and Board Oversight of Big Data		E&Y - Canadian Directors Network
Disruption and the Board		E&Y - Canadian Directors Network Meeting
Disruption Part 1		ICD Forum
Disruption Part 2		ICD Forum
Economic and Geopolitical Outlook 2020 and Beyond and Shifting Stakeholder Power Dynamics		E&Y - Canadian Directors Network
Economic Outlook		KPMG Webinar
Emerging Ethical Challenges for CPAs		CPABC
ESG Framework for Financial Institutions		KPMG
ESG Investment Themes – The Perspective of the Institutional Investor		CN
Executive Compensation Trends		ICD and Hugesson
Fraud Prevention for Professionals		CPA Canada
Government Relations and Political Advocacy		E&Y - Canadian Directors Network Meeting
Governance of Artificial Intelligence		ICD
Identifying and Assessing Risks of Material Misstatement		CPA Canada


Topic		Presented By
Insider Threats – Challenges and Evolving Strategies		KPMG
Introduction to Anti-Money Laundering		CPA Canada
Just for Chairs		Ozone Advisory Group
Legal Responsibilities of Officers and Directors		CPA Canada
Lessons Learned from Board Missteps		E&Y - Canadian Directors Network
National Corporate Governance Conference		ICD
Next Level of Governance for the New Normal		ICD
Public Company Audit Update		CPABC
Responding to COVID-19: Insights for Audit Committees		CPA Canada
Responding to COVID-19: Insights for Audit Committees		Deloitte
SEC Registration and Rules (in house counsel)		Legal Briefing
Shifting Ground – The Collision of Business and Government Policy		ICD
Technology, Investors and the Evolving Financial Information Landscape		CPA Canada
The CEO’s New Technology Agenda		McKinsey
The Changing Role of CEOs and Corporations in Society		ICD
The Future of Governance in Canada		ICD/TMX Committee
The Future of Work		ECD Global Directors Dialogue
Towers Watson Proxy		Season Webinar
U.S. Election: What does it mean for Canada?		E&Y - Canadian Directors Network
Workforce Planning		Ted Talk


Base Salary	–	to be below the median base salaries for comparable positions
Annual Incentive Bonus	–	based on our financial performance above a minimum return on shareholders’ equity, and targeted to be below the median for comparable positions
Long-Term Incentive	–	to be above the median on long-term incentives for comparable positions


Paper and Forest Products		Capital-Intensive

Resolute Forest Products Inc.		Finning International Inc.
Canfor Corporation		Gibson Energy Inc.
Cascades, Inc.		Keyera Corp.
Louisiana-Pacific Corporation		Methanex Corporation
Domtar Corporation		Parkland Corporation
Boise Cascade Company		WSP Global Inc.
		Kinross Gold Corporation
		Masco Corporation


Year	Outstanding	Weighted Average Price	Remaining Authorized	Total	% of Outstanding Common Shares and Class B Shares

2021¹	2,313,977²	$56.10	1,010,961³	3,324,938	2.7

2020¹	1,368,398	$53.29	178,791	1,547,189	2.3

2019¹	1,351,253	$40.03	334,900	1,686,153	2.4


	Options Granted in Year	Dilution¹	Burn Rate²	Weighted average number of securities outstanding
2020	157,685	0.2%	0.2%	68,671,747
2019	151,530	0.2%	0.2%	68,882,315
2018	112,715	0.1%	0.2%	74,451,215


2018	1.00	(exceeded four of four in peer group)
2019	0.50	(exceededthree of four in peer group but ROCE was negative therefore capped at 0.50)
2020	1.00	(exceeded four of four in peer group)
Average	0.83


For PS Units Vesting in February of:		Multiplier
2016		1.27
2017		1.27
2018		1.92
2019		1.83
2020		1.83


Named Executive Officer	Shareholdings	Value of total holdings¹ ($)	Total as multiple of 2020 salary
Ray Ferris² President and CEO	37,722	3,376,119	4.5
Chris Virostek² Vice-President, Finance and CFO	6,500	581,750	1.3
Chris McIver² Senior Vice-President, Marketing and Corporate Development	7,154	640,283	1.8
Sean McLaren² President, Solid Wood	10,000	895,000	1.9
Brian Balkwill² Vice-President, Canadian Wood Products	5,472	489,744	1.4



Type of Work	2020	2019

Executive Compensation-Related Fees	$2,272	$11,065

All Other Fees	Nil¹	$3,360¹


	2015	2016	2017	2018	2019	2020
West Fraser Timber Co. Ltd.	100	92	149	131	113	164
S&P/TSX Composite Index	100	121	132	120	148	156
S&P/TSX Paper & Forest Products Index	100	92	133	111	100	148


Name and principal position	Year	Salary ($)	Share- based awards¹ ($)	Option- based awards² ($)	Non-equity incentive plan compensation ($)		Pension value⁴ ($)	All other compensation⁵ ($)	Total compensation ($)
					Annual incentive plans³	Long-term incentive plans

Ray Ferris⁶ President and CEO	2020 2019 2018	758,020 703,750 579,165	834,895 568,675 299,650	835,100 568,730 300,235	1,093,750 Nil 650,000	Nil Nil Nil	653,100 1,781,900 1,143,200	Nil Nil Nil	4,174,865 3,623,055 2,972,250

Chris Virostek Vice-President, Finance and CFO	2020 2019 2018	440,000 423,750 405,000	260,935 231,005 220,330	260,985 230,940 219,660	455,000 Nil 420,000	Nil Nil Nil	257,700 280,500 Nil	Nil Nil Nil	1,674,620 1,166,195 1,264,990

Chris McIver Senior Vice-President, Marketing and Corporate Development	2020 2019 2018	362,805 355,750 347,625	216,510 212,400 207,115	216,610 212,380 207,460	368,200 Nil 354,000	Nil Nil Nil	(22,600) 443,500 252,700	Nil Nil Nil	1,141,525 1,224,030 1,368,900

Sean McLaren⁷ President, Solid Wood	2020 2019 2018	468,304 453,367 432,278	173,395 169,920 165,985	173,345 170,025 165,505	478,559 Nil 440,538	Nil Nil Nil	54,800 724,100 134,200	Nil Nil Nil	1,348,403 1,517,412 1,338,506

Brian Balkwill Vice-President, Canadian Wood Products	2020 2019 2018	360,648 328,250 288,750	169,095 162,170 132,200	168,905 162,765 132,695	370,250 Nil 325,000	Nil Nil Nil	882,100 549,900 765,400	Nil Nil Nil	1,950,998 1,203,085 1,704,085