The Governance and Compensation Committee of the Board, made up entirely of independent directors, is responsible for developing and approving the compensation framework for the Corporation and each of its subsidiaries.
In developing the compensation framework, the Governance and Compensation Committee is guided by two principles: the need to provide a total compensation package that will attract and retain qualified and experienced executives, and linking compensation to performance.
Executive compensation is reviewed by the Governance and Compensation Committee and approved by the Board of Directors. In making its recommendations to the Board, the Committee examines the responsibilities and performance of individual executives, and considers the recommendations of the Chief Executive Officer.
In an effort to attract and retain qualified and experienced executives, the Corporation aims to offer a total compensation package that is competitive with other organizations of a similar size and scope. Executive compensation levels are reviewed on an annual basis and are compared to market data every two to three years to ensure competitiveness. In line with best practices for the sector, as identified by the Ontario Minister of Energy’s Agency Review Panel in 2007, Hydro Ottawa applies a 50/50 weighting of market data from public and private comparators. The industry component of the market comparator group has a strong sector affiliation (e.g. Transportation and Utilities sector), and is assessed by revenue levels to ensure comparability.
Total cash compensation for Executives consists of two components: base salary and pay at risk. Total cash is benchmarked to companies of comparable size and scope in both the Ontario and national markets, with the target for total cash compensation set at the 50th percentile, or midpoint, of the market.
The pay at risk component is paid on an annual basis, and is expressed as a percentage of base salary. It is designed to retain and motivate executives, to reward them for their performance during the preceding year, and to ensure alignment with shareholder objectives. Payments are based on the achievement of individual and corporate objectives, both financial and
non-financial, which are established each year by the Board of Directors. Non-financial targets are designed to achieve continuous improvement in relation to a number of strategic objectives including, but not limited to, customer service, operational efficiency and effectiveness, and service reliability.
Executives at the Hydro Ottawa Group of Companies (except Telecom Ottawa) participate in the OMERS pension plan. This plan applies to all other employees of the Corporation (except Telecom Ottawa), and is available to all employees in the municipal sector across the province.
Summary of Compensation
President & Chief Executive Officer of the Corporation, the Chief Financial Officer, and the Chief Operating Officers of the Subsidiary Companies
| Name and Principal Position1 | Year |
Salary2 ($) |
Performance Incentive3 ($) |
Other Annual Compensation ($) |
| Rosemarie Leclair | 2007 |
234,040 |
105,000 |
11,902 |
| President & Chief Executive Officer | 2006 |
219,615 |
95,3114 |
14,125 |
2005 |
137,3085 |
See note 3 |
8,128 |
|
| Wojciech Zielonka | 2007 |
202,700 |
39,878 |
14,375 |
| Chief Financial Officer | 2006 |
81,8606 |
N/A |
4,784 |
2005 |
N/A |
N/A |
N/A |
|
| Norm Fraser | 2007 |
183,423 |
57,909 |
15,187 |
| Chief Operating Officer | 2006 |
158,1737 |
60,008 |
14,786 |
| Hydro Ottawa Ltd. | 2005 |
N/A |
N/A |
N/A |
| Greg Clarke | 2007 |
142,3708 |
30,851 |
8,560 |
| Chief Operating Officer | 2006 |
N/A |
N/A |
N/A |
| Energy Ottawa | 2005 |
N/A |
N/A |
N/A |
| Tom Moss | 2007 |
200,000 |
57,440 |
33,070 |
| Chief Operating Officer | 2006 |
200,000 |
N/A |
30,893 |
| Telecom Ottawa | 2005 |
18,9749 |
N/A |
N/A |
1 Executives whose earnings are reported are those who occupied the position at December 31, 2007
2 Amounts shown in this column have been rounded to the nearest dollar
3 Unless otherwise stated, amounts shown in this column are performance incentives paid to the named Executive during the reporting year based on performance during the pervious financial year
4 Incentive paid covers period May 2, 2005 to June 30, 2006 (2005 - $79,690; 2006 - $15,621 - individual component only)
5 Ms. Leclair assumed this position in May 2005
6 Mr. Zielonka assumed this position in July 2006
7 Mr. Fraser assumed this position in December 2006. Prior to that, he was employed by the company in another position. Amounts reported are totals for the entire year
8 Mr. Clarke assumed this position in March 2007. Prior to that, he was employed by the company in another position. Amounts reported are totals for the entire year
9 Mr. Moss assumed this position in December 2005