form6k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of April 2012    Commission File Number:  1-31349
 
THOMSON REUTERS CORPORATION
(Translation of registrant's name into English)

3 Times Square
New York, New York 10036, United States
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  o     Form 40-F   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

The information contained in Exhibit 99.1 of this Form 6-K is incorporated by reference into, or as an additional exhibit to, as applicable, the registrant’s outstanding registration statements.
 


 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
THOMSON REUTERS CORPORATION
 
  (Registrant)  
 
 
 
 
 
By:
/s/ Marc E. Gold
 
    Name: Marc E. Gold  
    Title:   Assistant Secretary  
 
 
 
 
Date: April 3, 2012
 
 
 

 
 

 

EXHIBIT INDEX
 
Exhibit Number
Description
Notice of Annual Meeting of Shareholders and Management Proxy Circular dated March 26, 2012
Form of Proxy for Registered Shareholders
Corporate Governance Guidelines
 


ex99_1.htm

 Exhibit 99.1
 
 

MANAGEMENT
PROXY CIRCULAR
 
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2012
 
 
 
 
 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF THOMSON REUTERS CORPORATION

To our shareholders,

We are pleased to invite you to attend the 2012 Thomson Reuters annual meeting of shareholders on Wednesday, May 16, 2012 at 12:00 p.m. (Eastern Daylight Time). The meeting will be held at Roy Thomson Hall, 60 Simcoe Street, Toronto, Ontario, Canada. Following the meeting, a webcast will also be available at www.thomsonreuters.com.

BUSINESS

The business of the meeting will be to:

 
1.
Receive our consolidated financial statements for the year ended December 31, 2011 and the auditor’s report on those statements;

 
2.
Elect directors;

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

 
4.
Consider an advisory resolution on executive compensation; and

 
5.
Transact any other business properly brought before the meeting and any adjourned or postponed meeting.

These matters are discussed in more detail in the accompanying management proxy circular. At the meeting, you will also have an opportunity to hear about our 2011 performance and our plans for Thomson Reuters going forward. Shareholders in attendance in Toronto will have an opportunity to ask questions.

RECORD DATE

You are entitled to vote at the meeting, and any adjourned or postponed meeting, if you were a holder of our common shares as of 5:00 p.m. (Eastern Daylight Time) on March 23, 2012.

VOTING

Your vote is important. If you’re unable to attend the meeting in person, please vote by proxy. A proxy is a document that authorizes someone else to attend the meeting and cast votes for you. We’ve enclosed a proxy form that contains instructions on how to complete and send your voting instructions. If you hold your shares through a broker or other intermediary, you should follow the procedures provided by your broker or intermediary.
 
If you’re a registered shareholder, our transfer agent, Computershare Trust Company of Canada, must receive your proxy or voting instructions no later than 5:00 p.m. (Eastern Daylight Time) on Monday, May 14, 2012, or if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting. If you’re a registered shareholder and have any questions or need assistance voting your shares, please call Computershare Trust Company of Canada, toll-free in Canada and the United States, at 1.800.564.6253.
 
Non-registered/beneficial shareholders will be subject to earlier voting deadlines as specified in their proxy or voting instructions.

The Thomson Reuters board considers all of the proposals described in the enclosed materials to be in the best interests of our company. Accordingly, the board unanimously recommends that you cast your vote “FOR” all of these items of business.

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

   
David Thomson
James C. Smith
Chairman of the Board
Chief Executive Officer
   
March 26, 2012
 
 
Thomson Reuters Management Proxy Circular
 
 
 

 
 
MANAGEMENT PROXY CIRCULAR

WHAT’S INSIDE
 
Page  
   
2
About this Circular and Related Proxy Materials
3
Business of the Meeting
4
Voting Information
6
Annual and Quarterly Financial Statements and Related MD&A
6
Electronic Delivery of Shareholder Communications
6
Principal Shareholder and Share Capital
7
About Our Directors
8
Nominee Information
14
Director Compensation
17
Corporate Governance
20
Audit Committee
22
Corporate Governance Committee
24
HR Committee
25
Succession Planning and Talent Management
25
Majority Voting Policy
25
Director Attendance
26
Interlocking Directorships
26
Risk Management and Internal Controls
27
Disclosure and Communications Controls and Procedures
27
Transactions Involving Directors or Officers
28
Code of Business Conduct and Ethics
28
Trust Principles and Founders Share Company
29
About Our Independent Auditor
30
Advisory Resolution on Executive Compensation (Say on Pay)
31
Compensation Discussion and Analysis
31
Executive Summary
33
Named Executive Officers
34
Designing and Determining Executive Compensation: The Role of the HR Committee, Our Principal Shareholder and Independent Advisors
38
Compensation Arrangements for the CEO and Other Named Executive Officers
47
Executive Compensation
57
Indebtedness of Officers, Directors and Employees
57
Directors’ and Officers’ Indemnification and Insurance
57
Additional Information
58
Directors’ Approval
A-1
Appendix A — Plan Descriptions
 
Thomson Reuters Management Proxy Circular
 
 
1

 

FAST FACTS ABOUT THOMSON REUTERS

For an interactive version of our annual report, visit www.thomsonreuters.com.

Who we are and what we doWe are the leading source of intelligent information for businesses and professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision-makers. Through approximately 60,000 people in over 100 countries, we deliver this must-have insight to the financial and risk, legal, tax and accounting, intellectual property and science and media markets, powered by the world’s most trusted news organization.
 
 
 
Stock exchange listings (Symbol: TRI):
Toronto Stock Exchange (TSX)
New York Stock Exchange (NYSE)
 
Stock prices (2011):
Closing price (12/31/2011): C$27.23 / US$26.67
52 week high: C$41.61 / US$42.15
52 week low: C$26.10 / US$25.28
2011 results:    
·  Revenues – US$12.9 billion
  Market capitalization (12/31/2011) – Over US$22 billion
·  Adjusted EBITDA margin* - 26.4%
   
·  Underlying operating profit margin* – 20.0%
  Dividend per share (2012 annualized) – $1.28 (representing
·  Adjusted earnings per share (EPS)* – US$1.98
  a 3% increase compared to 2011)
·  Free cash flow* – US$1.6 billion
   
    *Non-International Financial Reporting Standards (IFRS) financial measure.
    Please see the note on page 57 for more information.
     
    Front cover photo credit: REUTERS/Danish Siddiqui, January 20, 2011.

ABOUT THIS CIRCULAR AND RELATED PROXY MATERIALS

We are providing this circular and proxy materials to you in connection with our annual meeting of shareholders to be held on Wednesday, May 16, 2012. As a shareholder, you are invited to attend the meeting. If you are unable to attend, you may still vote by completing the enclosed proxy form.
 
This circular describes the items to be voted on at the meeting and the voting process and contains additional information about executive compensation, corporate governance practices and other matters that will be discussed at the meeting.
 
Unless otherwise indicated, all dollar amounts in this circular are expressed in U.S. dollars, and information is as of March 15, 2012. In this circular, the terms “we”, “us” and “our” refer to Thomson Reuters Corporation and our consolidated subsidiaries. The term “Woodbridge” refers to The Woodbridge Company Limited and other companies affiliated with it.
 
Please see the “Voting Information” section of this document for an explanation of how you can vote on the matters to be considered at the meeting, whether or not you decide to attend the meeting.
 
Thomson Reuters Management Proxy Circular
 
 
2

 

BUSINESS OF THE MEETING
 
HIGHLIGHTS        
             
This year’s meeting will cover the following items of business:  
             
   
Item of
Business
Highlights Board Vote Recommendation  
  1 Financial statements Receipt of our 2011 audited financial statements. N/A  
           
     
 
Our 2011 annual consolidated financial statements are included in our 2011 annual report, which is
available in the “Investor Relations” section of our website, www.thomsonreuters.com.
   
             
      Shareholders who requested a copy of the 2011 annual report will receive it by mail or e-mail.    
             
     
 
Representatives from Thomson Reuters and our independent auditor, PricewaterhouseCoopers LLP,
will be available to discuss any questions about our financial statements at the meeting.
   
             
 
2
 
Directors
 
At the meeting, 14 individuals are proposed to be elected to our board of directors.
All of these individuals are currently directors of our company.
FOR EACH
DIRECTOR
 
          NOMINEE  
      A majority of our directors are independent.    
             
      The roles and responsibilities of the Chairman and the CEO are separate.    
             
      Shareholders vote annually for individual directors.    
             
 
 
3
Auditor
 
We are proposing to re-appoint PricewaterhouseCoopers LLP as our independent auditor for
another year until the 2013 annual meeting of shareholders.
FOR  
             
 
 
4
Advisory 
resolution on executive
As in recent years, we are proposing a non-binding advisory “say on pay” resolution related to executive compensation.
FOR  
    compensation This is a recommended corporate governance best practice.    
             
 
5
Other business
If any other items of business are properly brought before the meeting (or any adjourned or postponed
N/A  
     
meeting), shareholders will be asked to vote. We are not aware of any other items of business at this time.
 
   
 
Thomson Reuters Management Proxy Circular
 
 
3

 
 
VOTING INFORMATION

Who can vote at the meeting?

If you held common shares as of 5:00 p.m. (Eastern Daylight Time) on March 23, 2012 (the record date), then you are entitled to vote at the meeting or any adjourned or postponed meeting. Each share is entitled to one vote. As of March 15, 2012, there were 829,025,763 common shares outstanding.

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

How many votes are required for approval?

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

How do I vote?
 
You have two choices – you can vote by proxy, or you can attend the meeting and vote in person. The voting process is different for each choice. The voting process also depends on whether you’re a registered or non-registered shareholder.
 
You should first determine whether you are a registered or non-registered holder of our common shares. Most of our shareholders are non-registered holders.

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

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

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

 
o
you hold Depositary Interests representing our common shares which are held in the name of Computershare Company Nominees Limited as nominee and custodian.
 
Non-registered shareholders are sometimes referred to as “beneficial owners”.

Voting by proxy
 
If it is not convenient for you to attend the meeting, you may vote by proxy on the matters to be considered at the meeting. A proxy is a document that authorizes someone else to attend the meeting and cast votes for you.
 
Non-registered shareholders
 
If you are a non-registered shareholder who receives a proxy form or voting instruction form (VIF), you should follow your intermediary’s instruction for completing the form. Holders of Depositary Interests will receive a voting form of instruction or direction from Computershare Investor Services PLC.

Registered shareholders

 
·
You may authorize our directors who are named on the enclosed proxy form to vote your shares as your proxyholder. You may give voting instructions by mail, the Internet or telephone. Please refer to your proxy form for instructions.

 
·
You may appoint another person to attend the meeting on your behalf and vote your shares as your proxyholder. If you choose this option, you can appoint your proxy by mail or through the Internet. If you mail the proxy form, you must print that person’s name in the blank space provided on the back of the enclosed proxy form and you should indicate how you want your shares voted. Sign, date and return the proxy form in the envelope provided. If you vote through the Internet, you may also appoint another person to be your proxyholder. You may choose anyone to be your proxyholder; the person does not have to be another shareholder. You may be able to appoint more than one proxyholder, provided that each proxyholder is entitled to exercise the rights attaching to different shares held by you. If you do appoint more than one proxyholder, you must do so by mail, and please enter the number of shares next to the proxyholder’s name that he or she is entitled to vote. The person you appoint must attend the meeting and vote on your behalf in order for your votes to be counted. Proxyholders should register with representatives of Computershare Trust Company of Canada when they arrive at the meeting.
 
Thomson Reuters Management Proxy Circular
 
 
4

 
 
Voting in person

Non-registered shareholders
 
You should do one of the following if you plan to attend the meeting:

 
·
If you have received a proxy form from your intermediary, insert your own name in the blank space provided on the proxy form to appoint yourself as proxyholder. If the intermediary has not signed the proxy form, you must sign and date it. Follow your intermediary’s instructions for returning the proxy form; or

 
·
If you have received a VIF from your intermediary, follow your intermediary’s instructions for completing the form.

Registered shareholders
 
You do not need to do anything except attend the meeting. Do not complete or return your proxy form, as your vote will be taken at the meeting. You should register with representatives of Computershare Trust Company of Canada when you arrive at the meeting. If you wish to vote common shares registered in the name of a legal entity, that entity must submit a properly executed proxy form to Computershare Trust Company of Canada by the proxy cut-off time which appoints you to vote the common shares on its behalf.

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

If you are a registered shareholder, your proxy or voting instructions must be received by 5:00 p.m. (Eastern Daylight Time) on Monday, May 14, 2012.
 
Non-registered shareholders may be subject to earlier deadlines as specified in their proxy or voting instructions.
 
If the meeting is adjourned or postponed, the proxy cut-off deadline will be no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed meeting.

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

Your proxyholder must vote your shares on each matter according to your instructions if you have properly completed and returned a proxy form. If you have not specified how to vote on a particular matter, then your proxyholder can vote your shares as he or she sees fit. If you have appointed our directors named on the enclosed proxy form as your proxyholder, and you have not specified how you want your shares to be voted, your shares will be voted FOR each of the items of business described in this circular.

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

Your proxyholder will have discretionary authority to vote your shares as he or she sees fit. As of the date of this circular, management knows of no such amendment, variation or other matter expected to come before the meeting.
 
If I change my mind, how do I revoke my proxy or voting instructions?

Non-registered shareholders
 
You may revoke your proxy or voting instructions by sending written notice to your intermediary, so long as the intermediary receives your notice at least seven days before the meeting (or as otherwise instructed by your intermediary). This gives your intermediary time to submit the revocation to Computershare Trust Company of Canada. If your revocation is not received in time, your intermediary is not required to act on it.
 
Registered shareholders
 
You may revoke your proxy or voting instructions in any of the following ways:
 
 
·
By completing and signing a proxy form with a later date than the proxy form you previously returned, and delivering it to Computershare Trust Company of Canada at any time before 5:00 p.m. (Eastern Daylight Time) on Monday, May 14, 2012. If the meeting is adjourned or postponed, the deadline will be no later than 48 hours before any adjourned or postponed meeting;
 
 
·
By completing a written statement revoking your instructions, which is signed by you or your attorney authorized in writing, and delivering it:

 
o
To the offices of Computershare Trust Company of Canada at any time before 5:00 p.m. (Eastern Daylight Time) on Tuesday, May 15, 2012. If the meeting is adjourned or postponed, the deadline will be no later than 48 hours before any adjourned or postponed meeting; or
 
Thomson Reuters Management Proxy Circular
 
 
5

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

 
o
In any other manner permitted by law.

Who is soliciting my proxy?

Thomson Reuters management and directors may solicit your proxy for use at the meeting and any adjourned or postponed meeting. Our management and directors may solicit proxies by mail and in person. We are paying all costs of solicitation.

Is my vote confidential?

Yes. Our registrar, Computershare Trust Company of Canada, independently counts and tabulates the proxies to preserve the confidentiality of individual shareholder votes. Proxies are referred to us only in cases where a shareholder clearly intends to communicate with management, in the event of questions as to the validity of a proxy or where it is necessary to do so to meet applicable legal requirements.
 
Voting results
 
Following the meeting, we will post the voting results in the “Investor Relations” section of our website, www.thomsonreuters.com. We will also file a copy of the results with the Canadian securities regulatory authorities at www.sedar.com and the U.S. Securities and Exchange Commission at www.sec.gov. For more information, see the “Additional Information” section of this circular.
 
ANNUAL AND QUARTERLY FINANCIAL STATEMENTS AND RELATED MD&A

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

ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS

Does Thomson Reuters provide electronic delivery of shareholder communications?

Yes. Electronic delivery is a voluntary program for our shareholders. Under this program, an e-mail notification is sent advising you that documents (such as this circular) that must be delivered under applicable securities law are available on our website.
 
Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about Thomson Reuters.

How can I enroll for electronic delivery of shareholder communications?

For most non-registered shareholders (other than holders of our Depositary Interests), please go to www.investordelivery.com for more instructions and to register. You will need your Enrollment Number/Control Number. You can find this number on your voting instruction form/proxy form.
 
If you are a registered shareholder, please go to www.computershare.com/eDelivery and click on “eDelivery Signup”. You will need information from your proxy form to register.

PRINCIPAL SHAREHOLDER AND SHARE CAPITAL

As of March 15, 2012, Woodbridge beneficially owned 456,094,395 of our common shares, or approximately 55% of our outstanding common shares. Woodbridge is the principal and controlling shareholder of Thomson Reuters.
 
Woodbridge, a private company, is the primary investment vehicle for members of the family of the late Roy H. Thomson, the first Lord Thomson of Fleet. Woodbridge is a professionally managed company that, in addition to its controlling interest in Thomson Reuters, has other substantial investments.
 
Prior to his passing in 2006, Kenneth R. Thomson controlled our company through Woodbridge. He did so by holding shares of a holding company of Woodbridge, Thomson Investments Limited. Under his estate arrangements, the 2003 TIL Settlement, a trust of which the trust company subsidiary of a Canadian chartered bank is trustee and members of the family of the late first Lord Thomson of Fleet are beneficiaries, holds those holding company shares. Kenneth R. Thomson established these arrangements to provide for long-term stability of the business of Woodbridge. The equity of Woodbridge continues to be owned by members of successive generations of the family of the first Lord Thomson of Fleet.
 
Thomson Reuters Management Proxy Circular
 
 
6

 
 
Under the estate arrangements of Kenneth R. Thomson, the directors and officers of Woodbridge are responsible for its business and operations. In certain limited circumstances, including very substantial dispositions of our company’s common shares by Woodbridge, the estate arrangements provide for approval of the trustee to be obtained.
 
Note 29 to our 2011 annual consolidated financial statements provides information on certain transactions that we entered into with Woodbridge in 2011 and 2010.
 
To our knowledge, no other person beneficially owns, directly or indirectly, 10% or more of our common shares.
 
ABOUT OUR DIRECTORS

This section includes the following information:
 
 
Profiles for each director nominee;
     
 
Compensation that we paid to our directors in 2011; and
     
 
Our corporate governance structure and practices.
 
HIGHLIGHTS
  A majority of our directors are independent;
     
  The roles and responsibilities of the Chairman and the CEO are separate; and
     
  We have a majority voting policy.
 
In 2011, we had four board-related changes:
 
  In April 2011, John A. Tory passed away at the age of 81. Mr. Tory had been a member of our board of directors since 1978 and was one of the chief architects of our company’s successful business model. He was deputy chairman of our company from 1978 until 1997. Until his passing, Mr. Tory was also a director of Woodbridge and he served as president of Woodbridge from 1973 until 1998. Over the decades, John Tory’s contributions to our company were immense.
     
 
In May 2011, Niall FitzGerald, KBE, did not stand for re-election as a director. At the time of the Reuters acquisition, Mr. FitzGerald agreed to serve as a Deputy Chairman for three years and his term expired at the time of the 2011 annual meeting of shareholders. Mr. FitzGerald was previously a director and Chairman of Reuters Group PLC prior to the formation of Thomson Reuters.
     
 
In July 2011, Wulf von Schimmelmann was appointed to the board of directors. For additional information about our selection of Mr. von Schimmelmann as a director, please see the “Corporate Governance Committee – Director Qualifications, Recruitment, Board Size and Appointments” section of this circular.
     
 
On December 31, 2011, Thomas H. Glocer stepped down as CEO of our company and as a director.
 
On January 1, 2012, James C. Smith succeeded Mr. Glocer as CEO and he was appointed to the board later that month.

The board unanimously recommends that you vote FOR the election of the following 14 nominees to the Thomson Reuters board of directors: David Thomson, W. Geoffrey Beattie, James C. Smith, Manvinder S. Banga, Mary Cirillo, Steven A. Denning, Lawton W. Fitt, Roger L. Martin, Sir Deryck Maughan, Ken Olisa, OBE, Vance K. Opperman, John M. Thompson, Peter J. Thomson and Wulf von Schimmelmann.

All of the nominees are currently directors of our company.
 
Voting
 
You will be asked to vote for each director on an individual basis.
 
Management does not believe that any of the nominees will be unable to serve as a director but, if this should occur for any reason prior to the meeting, the persons named in the enclosed proxy form may vote for another nominee at their discretion.
 
We have a majority voting policy. This means that if a director receives more “withhold” votes than “for” votes at the annual meeting of shareholders, then the director will tender his or her resignation to the Chairman. This would be effective if accepted by the board. The Corporate Governance Committee will consider a director’s offer to resign and make a recommendation to the board as to whether to accept it. The board will have 90 days from the annual meeting to make and publicly disclose its decision.

No mandatory retirement age/tenure limit
 
We do not have a mandatory retirement age or tenure limit for our directors. We believe that individuals can continue to remain effective directors beyond a mandated retirement age or period of service.
 
Thomson Reuters Management Proxy Circular
 
 
7

 

Independence determination
 
Under the corporate governance guidelines adopted by the board, a director is not considered independent unless the board affirmatively determines that the director has no “material relationship” with Thomson Reuters. In determining the independence of directors, the board considers all relevant facts and circumstances. In March 2012, the board conducted its annual assessment of the independence of each of its members and determined that 10 of the 14 directors (71%) serving on the board are independent. In determining independence, the board examined and relied on the applicable definitions of “independent” in the NYSE listing standards and Canadian Securities Administrators’ National Instrument 58-101. The board also reviewed the results of questionnaires completed by each director.

 
Director Independence
Name of Director
Management
Independent
Not
Independent
Reason for Non-Independence
David Thomson
   
P
A Chairman of Woodbridge, the principal shareholder of Thomson Reuters
W. Geoffrey Beattie
   
P
President and director of Woodbridge, the principal shareholder of Thomson Reuters
James C. Smith
P
 
P
Chief Executive Officer of Thomson Reuters
Manvinder S. Banga
 
P
   
Mary Cirillo
 
P
   
Steven A. Denning
 
P
   
Lawton W. Fitt
 
P
   
Roger L. Martin
 
P
   
Sir Deryck Maughan
 
P
   
Ken Olisa, OBE
 
P
   
Vance K. Opperman
 
P
   
John M. Thompson
 
P
   
Peter J. Thomson
   
P
A Chairman of Woodbridge, the principal shareholder of Thomson Reuters
Wulf von Schimmelmann
 
P
   
Total
1
10
4
 

None of Messrs. D. Thomson, Beattie or P. Thomson is a member of Thomson Reuters executive management team. With its substantial equity investment in Thomson Reuters, Woodbridge considers that its interests as a shareholder are aligned with those of all other shareholders.
 
In determining the independence of directors, the board also considers that in the normal course of business, we provide services to, and receive services from, companies with which some of the independent directors are affiliated. Based on the specific facts and circumstances, the board determined in March 2012 that these relationships were immaterial. In particular, the board acknowledged that Mr. Thompson has been a director of a company that provides services to Thomson Reuters, but determined that this relationship was not material and did not preclude a finding of independence. Mr. Thompson was the non-executive independent Chairman of the board of The Toronto-Dominion Bank until January 1, 2011, and remains a director of the bank. In the normal course of business, we have a banking relationship with The Toronto-Dominion Bank and one of the bank’s affiliates has served as a dealer for our recent offerings of debt securities in the United States and Canada. Transactions between our company and The Toronto-Dominion Bank have been negotiated on an arm’s length basis without the involvement of Mr. Thompson.
 
Director qualifications
 
We believe that all of the director nominees possess character, integrity, judgment, business experience, a record of achievement and other skills and talents which enhance the board and the overall management of the business and affairs of Thomson Reuters. Each director has an understanding of our company’s principal operational and financial objectives, plans and strategies, financial position and performance and the performance of Thomson Reuters relative to our principal competitors. The Corporate Governance Committee considered these qualifications in determining to recommend that all of the current directors be nominated for election. Additional information is provided in the individual director profiles below and in the “Corporate Governance – Corporate Governance Committee” section of this circular.

Nominee Information

The following provides information regarding the 14 director nominees who are proposed to be elected at the meeting.
 
In the director profiles on the following pages, “securities held” by a director includes common shares over which a director exercised control or direction, and the number of restricted share units (RSUs), deferred share units (DSUs) and options held by, or credited to, each individual. Information regarding common shares beneficially owned does not include shares that may be obtained through the exercise or vesting of options, RSUs or DSUs. Each director provided us with information about how many common shares he or she beneficially owns. The market value of shares beneficially owned is based on the closing price of our common shares on the New York Stock Exchange (NYSE) on March 15, 2012, which was $29.13. The market value of DSUs is also based on the closing price of our common shares on the NYSE on that date.
 
Thomson Reuters Management Proxy Circular
 
 
8

 
 
David Thomson 1
 
Age: 54
 
Toronto, Ontario, Canada
 
Director since 1988
 
Non-independent
 
Areas of expertise:
investment management,
retail, media/publishing
  David Thomson is Chairman of Thomson Reuters. He is also a Chairman of Woodbridge, the Thomson family investment company, and Chairman of The Globe and Mail Inc., a Canadian media company. Mr. Thomson is an active private investor with a focus on real estate and serves on the boards of several private companies. Mr. Thomson has a MA from Cambridge University.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board 10 of 11 91 %                  
Total 10 of 11 91 %                    
                         
Securities held 2            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
          $  
 
1
David Thomson and Peter Thomson, both of whom are nominees, are brothers.

2
David Thomson and Peter Thomson are members of the family of the late first Lord Thomson of Fleet. For additional information, please see the “Principal Shareholder and Share Capital” section of this circular.
 
W. Geoffrey Beattie
Age: 52
 
Toronto, Ontario, Canada
 
Director since 1998
 
Non-independent
 
Areas of expertise:
investment management,
legal, media/publishing,
international business
 
W. Geoffrey Beattie is Deputy Chairman of Thomson Reuters. He is President and a director of Woodbridge, the Thomson family investment company. In addition to his public company board memberships, Mr. Beattie is a director of The Globe and Mail Inc., a Canadian media company. He is also a trustee of the University Health Network. Mr. Beattie has a law degree from the University of Western Ontario.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board 10 of 11 91 %    
General Electric Company
 
Corporate Governance
4 of 4
100%
   
Maple Leaf Foods Inc.
 
HR
3 of 3
100%
   
Royal Bank of Canada
 
Total
17 of 18
94%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
274,872
115,405
   
50,000
 
274,872
    $
8,007,021
 
James C. Smith
Age: 52
 
Stamford, Connecticut,
United States

Director since January 2012

Non-independent

Areas of expertise:
operations, international
business and
media/publishing
 
James C. Smith is President and Chief Executive Officer of Thomson Reuters. Prior to becoming CEO in January 2012, he held a number of key leadership positions over his 25 year career with Thomson Reuters, including Chief Operating Officer of Thomson Reuters, Chief Executive Officer of Thomson Reuters Professional division and Executive Vice President and Chief Operating Officer of Thomson. Mr. Smith received a BA from Marshall University.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
N/A
     
 
Total
N/A
 
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
105,705
327,032
143,429
   
1,378,455
 
249,134
    $
7,257,273
 
Thomson Reuters Management Proxy Circular
 
 
9

 
 
Manvinder S. Banga
Age: 57
 
London, United Kingdom
 
Director since 2009
 
Independent
 
Areas of expertise:
international business,
finance, technology,
operations, marketing
 
Manvinder (Vindi) Banga joined Clayton, Dubilier & Rice, LLC, a private equity investment firm, as an Operating Partner based in London in June 2010. Prior to that, he held a number of senior executive positions over his 33 year career with Unilever, including President, Food, Home & Personal Care of Unilever PLC, Business Group President of Unilever’s Home and Personal Care business in Asia and Chairman and Managing Director of Hindustan Unilever Ltd. Mr. Banga is a member of the Prime Minister of India’s Council on Trade & Industry. He is a graduate of the Indian Institute of Technology (IIT), Delhi, where he completed his Bachelor of Technology in Mechanical Engineering and the IIM Ahmedabad where he obtained a post graduate degree in Management.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
9 of 11
82%
   
Maruti Suzuki Ltd.
 
HR
3 of 3
100%
   
Marks and Spencer Group plc
 
Total
12 of 14
86%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
9,592
   
 
9,592
    $
279,415
 
Mary Cirillo
Age: 64
 
New York, New York,
United States
 
Director since 2005
 
Independent
 
Areas of expertise:
technology, finance,
operations, international
business
 
Mary Cirillo is a corporate director. Ms. Cirillo was Chair and Chief Executive Officer of Opcenter, LLC, an Internet consulting firm, from 2000 to 2003. Prior to that, she was a senior banking executive at Bankers Trust and Citibank for over 20 years. Ms. Cirillo is a member of the Advisory Board of Hudson Venture Partners, L.P., a venture capital firm, and serves on the boards of several cultural and educational organizations. She has a BA from Hunter College.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
9 of 11
82%
   
Dealer Track Holdings Inc.
 
Corporate Governance
3 of 4
75%
   
ACE Ltd.
 
HR
3 of 3
100%
       
Total
15 of 18
83%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
9,592
12,346
   
 
21,938
    $
639,054
 
Steven A. Denning
Age: 63
 
Greenwich, Connecticut,
United States
 
Director since 2000
 
Independent
 
Areas of expertise:
investment management,
healthcare, technology,
international business
 
Steven Denning is Chairman of General Atlantic LLC, a private equity investment firm that focuses exclusively on investing in growth companies globally. Mr. Denning has been with General Atlantic (or its predecessor) since 1980. He serves on the boards of several cultural and educational organizations. He has an MBA from Stanford Business School.
 
Board/committee
membership
Board/committee
membership
2011 attendance   Other public company board memberships
Board/committee
membership
2011 attendance   Other public company board memberships
Board
10 of 11
91%        
HR
3 of 3
100%          
Total
13 of 14
93%          
Securities held          
Total shares
and DSUs
Total market
value
Common shares RSUs DSUs   Options      
33,241
19,989    
53,230
$1,550,590
 
Thomson Reuters Management Proxy Circular
 
 
10

 
 
Lawton W. Fitt
Age: 58
 
New York, New York,
United States
 
Director since 2008
 
Independent
 
Areas of expertise:
finance, international
business
 
Lawton Fitt is a corporate director. She joined the board of Reuters in 2004. Ms. Fitt served as Secretary (CEO) of the Royal Academy of Arts in London from 2002 to March 2005. Prior to that, she was an investment banker with Goldman Sachs & Co., where she became a partner in 1994 and a managing director in 1996. She is a director of several not-for-profit organizations. Ms. Fitt has a bachelor’s degree from Brown University and an MBA from the University of Virginia.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
11 of 11
100%
   
CIENA Corporation
 
Audit
7 of 7
100%
   
The Progressive Corporation
 
Corporate Governance
4 of 4
100%
       
Total
22 of 22
100%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
4,000
   
 
4,000
    $
116,520
 
Roger L. Martin
Age: 55
 
Toronto, Ontario, Canada
 
Director since 1999
 
Independent
 
Areas of expertise:
finance, marketing,
international business
 
Roger Martin is Dean of the Joseph L. Rotman School of Management at the University of Toronto, a post-secondary educational institution, a position he has held since 1998. Previously, Mr. Martin was a Director of Monitor Company, a global strategy consulting firm. Mr. Martin is also Chair of the Ontario Task Force on Competitiveness, Productivity and Economic Progress. He also serves on the boards of several not-for-profit organizations. He has an MBA from Harvard University.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
10 of 11
91%
   
Research in Motion Ltd.
 
Audit
7 of 7
100%
       
Total
17 of 18
94%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
7,500
40,862
   
 
48,362
    $
1,408,785
 
Sir Deryck Maughan
Age: 64
 
New York, New York,
United States
 
Director since 2008
 
Independent
 
Areas of expertise:
finance, international
business, operations
 
Sir Deryck Maughan is a Partner of Kohlberg Kravis Roberts & Co., a global asset management company. He was Chairman and Chief Executive Officer of Citigroup International until 2004 and served as Vice Chairman of the New York Stock Exchange from 1996 to 2000. Sir Deryck joined the board of Reuters in 2005. He also serves on the boards of several charitable organizations. Sir Deryck is a graduate of King’s College, University of London and the Graduate School of Business, Stanford University.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
9 of 11
82%
   
BlackRock Inc.
 
Corporate Governance
4 of 4
100%
   
GlaxoSmithKline plc
 
Total
13 of 15
87%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
11,798
   
 
11,798
    $
343,676
 
Thomson Reuters Management Proxy Circular
 
 
11

 
 
Ken Olisa, OBE
Age: 60
 
London, United Kingdom
 
Director since 2008
 
Independent
 
Areas of expertise:
technology, operations,
finance, international
business
 
Ken Olisa, OBE, is Chairman of Restoration Partners, a boutique technology merchant bank which he founded that offers advisory services to technology companies. He joined the board of Reuters in 2004. From 1992 to 2006, Mr. Olisa was Chair and CEO of Interregnum PLC, a technology merchant bank. Prior to that, he was a senior executive for over 20 years at Wang Labs and IBM. From 1995 to 2000, Mr. Olisa was also a director of Open Text Corporation until 2008. He serves on the boards of several U.K. not-for-profit organizations. He has a MA from Fitzwilliam College, Cambridge.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
11 of 11
100%
   
 
Audit
7 of 7
100%
       
Total
18 of 18
100%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
3,180
   
 
3,180
    $
92,633
 
Vance K. Opperman
Age: 69
 
Minneapolis, Minnesota,
United States
 
Director since 1996
 
Independent
 
Areas of expertise:
legal, operations, finance,
media/publishing, investment
management
 
Vance Opperman is President and Chief Executive Officer of Key Investment, Inc., a private investment company involved in publishing and other activities. Previously, Mr. Opperman was President of West Publishing Company, an information provider of legal and business research which is now owned by Thomson Reuters. He serves on the boards of several educational and not-for-profit organizations. He has a law degree from the University of Minnesota and practiced law for many years.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
11 of 11
100%
   
TCF Financial Corporation
 
Audit
7 of 7
100%
       
Total
18 of 18
100%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
50,000
49,080
   
 
99,080
    $
2,886,200
 
John M. Thompson
Age: 69
 
Toronto, Ontario, Canada

Director since 2003

Independent

Areas of expertise:
technology, operations,
marketing, finance,
international business
 
John Thompson served as non-executive Chairman of the Board of The Toronto-Dominion Bank, a Canadian financial institution, for eight years until January 1, 2011. Prior to that, he was Vice Chairman of the Board of IBM from 2000 until 2002. Mr. Thompson also held a number of senior management positions in his career at IBM including having oversight responsibility for the company's worldwide technology, manufacturing and business strategy. He is a graduate of the University of Western Ontario with a degree in Engineering Science and completed executive management programs at the Richard Ivey School at the University of Western Ontario and the Kellogg Graduate School of Business at Northwestern University. Mr. Thompson is also Chancellor of the University of Western Ontario.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
9 of 11
82%
   
Royal Philips Electronics N.V.
 
Audit
6 of 7
86%
   
The Toronto-Dominion Bank
 
Corporate Governance
3 of 4
75%
                   
Total
18 of 22
82%
                   
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
24,0551
25,496
   
 
49,551
    $
1,443,421

1
Mrs. J.M. Thompson owns an additional 300 common shares.
 
Thomson Reuters Management Proxy Circular
 
 
12

 
 
Peter J. Thomson 1
Age: 46
 
Toronto, Ontario, Canada
 
Director since 1995
 
Non-independent
 
Areas of expertise:
investment management,
science, healthcare,
technology
 
Peter J. Thomson is a Chairman of Woodbridge, the Thomson family investment company. Mr. Thomson is an active private equity investor and serves on the boards of several private companies. He has a BA from the University of Western Ontario.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
9 of 11
82%
   
 
Total
9 of 11
82%
                   
Securities held 2            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
1,830
   
 
1,830
    $
53,308
 
 
1
David Thomson and Peter Thomson, both of whom are nominees, are brothers.
 
2
David Thomson and Peter Thomson are members of the family of the late first Lord Thomson of Fleet. For additional information, please see the “Principal Shareholder and Share Capital” section of this circular.
 
Wulf von Schimmelmann
Age: 65
 
Munich, Germany
 
Director since July 2011
 
Independent
 
Areas of expertise:
audit, finance, operations,
international business
 
Wulf von Schimmelmann was Chief Executive Officer of Deutsche Postbank AG from 1999 to 2007, where he transformed the organization from a check processing division of Deutsche Post to one of Germany's leading retail banks. Since 2007, he has served as Chairman of the Supervisory Board of Deutsche Post DHL AG, an international leader in mail and logistics services. He also serves as a member of the Supervisory Board of Maxingvest AG. Prior to his lengthy career in banking, he was a partner at McKinsey & Co., working in Switzerland, the US and Germany. Mr. von Schimmelmann received a degree in economic sciences and his Ph.D. in economics from the University of Zurich.
 
Board/committee
membership
2011 attendance     Other public company board memberships  
Board
5 of 6
83%
   
Accenture plc
 
Audit
0 of 1
0%
   
Deutsche Post DHL AG
 
Total
5 of 7
71%
   
Western Union Company
 
Securities held            
Total shares
and DSUs
     
Total market
value
 
Common shares RSUs DSUs     Options              
3,737
   
 
3,737
    $
108,859
 
Thomson Reuters Management Proxy Circular
 
 
13

 
 
Director Compensation

Compensation for our directors is designed to be competitive and to appropriately recognize the commitment and experience of our directors and the size, scope and complexity of our business.
 
In establishing the 2011 compensation arrangements for directors of our company, the factors that the Corporate Governance Committee considered included:

 
·
The size, scope and complexity of our organization;
 
·
Time commitment required of directors (including board meetings and travel to and from board meetings and site visits);
 
·
Compensation levels for boards of directors of other companies; and
 
·
Our desire to have a flat fee structure.
 
Retainers
 
The table below sets forth the annual retainers that are payable to our directors in four installments for each quarter of service. Director retainer amounts for 2012 are unchanged from 2011. We added a Corporate Governance Committee chair retainer when Ms. Fitt assumed the role in May 2011. Directors do not receive separate attendance or meeting fees. Committee chairs are entitled to additional fees given their increased responsibilities and workloads.

 
 
($)
 
Non-management directors
 
 
150,000
 
Committee chairs – Audit Committee and HR Committee
 
 
20,000
 
Committee chair – Corporate Governance Committee
   
10,000
 
Chairman of the Board
 
 
600,000
 
Deputy Chairman of the Board
 
 
300,000
 

Total Director Compensation
 
The following table reflects compensation earned by our directors in 2011. Directors may elect to take their compensation in cash, share-based awards, or a mix thereof. The fee amounts reflect cash compensation earned. The share-based awards include deferred share units (DSUs) and common shares received in lieu of cash. Additional information about DSUs granted to directors is provided in the “Deferred Share Units” section below.
 
Mr. Glocer did not receive compensation in 2011 for his service as a director. Similarly, Mr. Smith does not currently receive compensation for his service as a director. Information regarding the 2011 compensation of Messrs. Smith and Glocer is set forth in the “Executive Compensation” section of this circular.

   
Fees earned ($)
   
Share–based awards ($)
 
 
Director    
Retainer
     
DSUs
     
Common Shares
     
All Other
Compensation ($)
     
Total ($)
 
David Thomson
    600,000       -       -       -       600,000  
W. Geoffrey Beattie
    300,000       -       -       -       300,000  
Niall FitzGerald, KBE 1
    100,000       -       -       7,643       107,643  
Manvinder S. Banga
    -       -       150,000       -       150,000  
Mary Cirillo
    -       -       150,000       -       150,000  
Steven A. Denning
    -       -       170,000       -       170,000  
Lawton W. Fitt 2
    158,329       -       -       -       158,329  
Roger L. Martin
    -       150,000       -       -       150,000  
Sir Deryck Maughan
    50,000       100,000       -       -       150,000  
Ken Olisa, OBE
    120,000       -       30,000       -       150,000  
Vance K. Opperman
    -       170,000       -       -       170,000  
John M. Thompson
    -       75,000       75,000       -       150,000  
Peter J. Thomson
    150,000       -       -       -       150,000  
John A. Tory 3
    50,000       -       -       -       50,000  
Wulf von Schimmelmann 4
    -       65,753       -       -       65,753  
Total
    1,528,329       560,753       575,000       7,643       2,671,725  
 
Thomson Reuters Management Proxy Circular
 
 
14

 
 
1
Mr. FitzGerald’s compensation reflects his service as a director and a Deputy Chairman from January 1, 2011 through May 3, 2011. His “All Other Compensation” reflects the value of personal use of a car and driver. Mr. FitzGerald did not receive a separate retainer for serving as chair of the Corporate Governance Committee from January 1, 2011 until the end of his term as a director on May 3, 2011.

2
Ms. Fitt became the chair of the Corporate Governance Committee on May 3, 2011 after Mr. FitzGerald’s term as a director ended. She received pro-rated additional cash fees for serving as chair of the committee for the remainder of 2011.

3
Mr. Tory’s compensation reflects his service as a director from January 1, 2011 until his passing on April 3, 2011.

4
Mr. von Schimmelmann’s compensation reflects his service as a director from July 25, 2011 to December 31, 2011.

Deferred Share Units
 
To further align the interests of our directors with those of our shareholders, directors may participate in a share plan under which they have the option to receive their annual retainer and other amounts payable for their services on the board in the form of DSUs, common shares or cash. A DSU is a bookkeeping entry credited to an account maintained for each eligible director, and has the same value as one common share. DSUs do not have voting rights. If a director elects to receive any portion of his or her annual retainer or other remuneration in the form of shares, the amount (net of withholding taxes) is used to buy shares in the open market. If a director elects to receive DSUs, units representing the value of common shares are credited to the director’s account. DSUs are paid to a director by December 15 of the calendar year following termination of board service. Payment is made in our common shares or cash (net of withholding taxes), based on the market value of the common shares on the date prior to the payment date. DSUs accumulate additional units based on notional equivalents of dividends paid on our common shares.
 
Stock Option and RSU Grants
 
Our non-management directors have not been eligible to receive stock option grants for a number of years. Mr. Beattie is the only non-management director who was previously granted stock options in 2000, 2001 and 2002. All of Mr. Beattie’s stock options are 100% vested, but none of his options were “in-the-money” as of December 31, 2011, as the exercise prices for all of his options were more than the market price of our common shares. The stock options granted to Mr. Beattie in 2000 and 2001 expired unexercised in 2010 and 2011, respectively.
 
Mr. Beattie is the only current non-management director who has been granted RSUs. In February 2008, we made a special grant of 100,000 RSUs to him in recognition of his exceptional service as Deputy Chairman in overseeing our strategic realignment related to the Thomson Learning sale and the Reuters acquisition. All of Mr. Beattie’s RSUs will vest in February 2013. Upon vesting, each RSU will entitle Mr. Beattie to receive one common share. Mr. Beattie’s RSU total below includes the amount of his original grant plus additional units credited from notional dividend equivalents based on dividends paid on common shares. These dividend equivalent units will vest at the same time as the underlying RSUs.
 
The table below sets forth information regarding stock options and RSUs granted to Mr. Beattie that were outstanding as of December 31, 2011.

 
Name
 
Option–based awards
 
 
Share–based awards
 
 
Number of
securities
underlying
unexercised
options (#)
 
 
Option
exercise
price ($)
 
Option
expiration
date
Value of
unexercised
in–the–money
options ($)
Number
of shares
or
units that
have not
vested (#)
 
 
Market or
payout value
of share–based
awards that
have not
vested ($)
 
Market or
payout
value of
vested
share based
awards not
paid out or
distributed
($)
 
W. Geoffrey Beattie
 
 
50,000
     
C$40.69
 
Dec. 11, 2012
   
114,151
     
3,044,407
 
 

The closing price of our common shares on December 30, 2011 (the last trading day of the year) on the NYSE was $26.67. During 2011, the high and low market prices for our common shares on the NYSE were $42.15 and $25.28, respectively.
 
Plan Awards – Value Vested or Earned in 2011
 
The following table sets forth information regarding plan awards that vested or were earned by Mr. Beattie in 2011.

Name
 
Option-based awards –
value vested
during the year ($)
   
Share-based awards –
value vested
during the year ($)
   
Non-equity incentive
plan compensation –
value earned during the year ($)
 
W. Geoffrey Beattie
                 
 
Thomson Reuters Management Proxy Circular
 
 
15

 

Share Ownership Guidelines
 
Directors are encouraged to hold common shares and/or DSUs having a value equal to three times their annual retainer within five years from the date of their initial appointment to the Thomson Reuters board. Ownership of common shares and DSUs by our directors can be found in each director’s biography in this circular. Messrs. Beattie, Denning, Martin, Opperman and Thompson and Ms. Cirillo currently exceed their ownership targets. David Thomson and Peter Thomson are affiliated with Woodbridge, the Thomson family investment company. As of March 15, 2012, Woodbridge beneficially owned approximately 55% of our common shares. For more information, see the “Principal Shareholder and Share Capital” section of this circular.
 
Pensions
 
Non-management directors do not receive any pension benefits from our company. Mr. Smith’s pension and retirement benefits are described in the “Executive Compensation - Pension and Other Retirement Benefits” section of this circular.
 
Service Contracts
 
We have not entered into service contracts with our non-management directors. Each director has signed an appointment letter that confirms his or her position on the board and any committees. Our agreements with Mr. Glocer and Mr. Smith regarding termination benefits are described in the “Executive Compensation - Termination Benefits” section of this circular.
 
Liability Insurance
 
We provide our directors with liability insurance in connection with their service on the board.
 
Director Expenses
 
We reimburse directors for reasonable travel and out-of-pocket expenses incurred in connection with their Thomson Reuters duties.
 
Thomson Reuters Management Proxy Circular
 
 
16

 
 
Corporate Governance

Our board is committed to high standards of corporate governance. We believe that sustainable value creation for all shareholders is fostered through a board that is informed and engaged and that functions independently of management.
 
Our shares are listed in Canada on the Toronto Stock Exchange and in the United States on the New York Stock Exchange. Our corporate governance practices are generally consistent with the best practice guidelines of the Canadian securities regulatory authorities and the SEC. In addition, our corporate governance practices comply with most of the corporate governance listing standards of the NYSE, notwithstanding that we are exempt from most of those standards as a “foreign private issuer”.

Board Composition and Responsibilities

Board Size
 
The board currently consists of 14 individuals and functions independently of management. The board is currently comprised of 13 non-management directors and the CEO. Individual directors are proposed for re-election annually. David Thomson is Chairman and W. Geoffrey Beattie is Deputy Chairman.
 
Biographies for each director are included earlier in this circular.
 
Governance Structure
 
Responsibility for our governance structure lies, in the first instance, with the Corporate Governance Committee, and more generally with the board. Board practices are set out in corporate governance guidelines, which the Corporate Governance Committee reviews annually, together with the committee charters. The corporate governance guidelines deal with issues such as the board’s duties and responsibilities, share ownership guidelines and conflicts of interest. The guidelines and committee charters are publicly available at www.thomsonreuters.com. In addition, a copy of the corporate governance guidelines has been filed on SEDAR and EDGAR and is incorporated by reference in this circular.
 
Key Responsibilities
 
The board’s principal responsibilities are strategic planning, risk identification and financial, human resources, legal and regulatory oversight. The table below highlights the board’s work plan for 2011.

Meeting
Primary Activities
January
Review and approval of our company’s annual operating plan for the current year, which addressed:
   
–    Opportunities
   
–    Risks
   
–    Competitive position
   
–    Business outlook
   
–    Financial projections
   
–    Other key performance indicators
February/March
Annual (full year/Q4) earnings announcement
  Annual disclosure documents (annual report, management proxy circular, financial statements)
  Approval of dividend for current year
  Review of employee engagement survey results
  Approval of CEO compensation/position description
  Compensation approvals
  News business update
 
M&A update
May
Approval of renewal of share purchase program/normal course issuer bid
 
Intellectual property strategy update
 
M&A update
July
Strategy review for the company
   
–    Overall strategy
–    Cross-division initiatives
–    Growth opportunities
–    Capital strategy
     
 
Thomson Reuters Management Proxy Circular
 
 
17

 
 
Meeting
  Primary Activities
September
Technology update
 
Talent update, including succession planning
 
Markets business update
 
Professional business update
 
M&A update
November
Financial update
 
Strategy update
 
Capital strategy update
 
Investor relations update
 
Enterprise risk management (ERM) update
 
Operations update
 
M&A update
Periodically
Strategic and management updates related to individual businesses or sectors
 
Reports from the Chair of the Audit, Corporate Governance and HR Committees
 
Proposed significant acquisitions and dispositions
 
Product updates
 
Proposed capital markets transactions
 
In-camera meetings with the CEO only (at the start and end of each in-person meeting)
 
In-camera meetings of non-management directors only
 
Competitive analysis review
 
Separate Chairman and CEO
 
The roles and responsibilities of the Chairman and the CEO of our company are separate to allow for more effective oversight and to hold management more accountable.

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

 
·
As CEO, James C. Smith is principally responsible for the management of the business and affairs of Thomson Reuters in accordance with the strategic plan and objectives approved by the board.

Position Descriptions
 
Position descriptions for the Chairman and for the chair of each committee have been approved by the board and help ensure the independent operations of the board and its committees. These position descriptions are publicly available at www.thomsonreuters.com in the “Investor Relations” section.
 
Meetings with and without the CEO/Management
 
Our board begins each in-person meeting with an “in-camera” session with the CEO, but no other members of management. This is intended to give the CEO an opportunity to discuss his objectives for the day’s meeting, and for directors to express preliminary observations based on their prior review of meeting materials. This permits a more effective use of time in the board meeting. A similar session is typically held with the CEO at the end of the meeting, followed by a meeting of the board without the CEO or other members of management present. Each of the board’s committees also concludes its meetings “in-camera” with a period of time for discussion without the CEO or members of management present.
 
Meetings of Independent Directors
 
At least once each year, the board meets without the CEO and without the directors affiliated with Woodbridge. These meetings of the independent directors, which follow a regularly scheduled board meeting, are chaired by the Chair of the Corporate Governance Committee. The Chair of the Corporate Governance Committee develops the agenda for these meetings, although discussion is not limited to it. The agenda generally addresses any issues that might be specific to a public corporation with a controlling shareholder. The Chair of the Corporate Governance Committee reports to the Chairman on the substance of these meetings to the extent that action is appropriate or required and is available for consultation with the independent directors as required. One such meeting of the independent directors took place in November 2011 and was presided over by Ms. Fitt.
 
Thomson Reuters Management Proxy Circular
 
 
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Secretary to the Board
 
To assist the board in operating independently of management, the Secretary to the Board reports directly to the Chairman and the Deputy Chairman and also acts as secretary to each of the committees of the board. The Secretary to the Board has responsibility for ensuring good information flows between the board and its committees and between senior management and the directors. Directors have access to the advice and services of the Secretary.
 
Access to Management and Professional Advisors
 
The board has access to members of management and professional advisors. The board and its committees may invite any member of senior management, employee, outside advisor or other person to attend or report at any of their meetings. The board and any of its committees are able to retain an outside independent professional advisor at any time at the expense of our company and have the authority to determine the advisor’s fees and other retention terms. Individual directors are able to retain an outside independent professional advisor at the expense of our company subject to notifying the Corporate Governance Committee in advance.
 
The Human Resources Committee (HR Committee) retains an independent consulting firm to advise it on compensation matters relating to senior management. The independent consulting firm also reviews executive compensation programs and provides guidance and analysis on plan design and market trends and practices. The HR Committee also utilizes and relies upon independent market survey data provided by an independent consulting firm regarding executive compensation for organizations of comparable size and scope with which Thomson Reuters is most likely to compete for executive talent. Additional information is provided in the “Compensation Discussion and Analysis” section of this circular.
 
Delegation of Authority
 
To clarify the division of responsibility between the board and management, the board has adopted a delegation of authority policy. This policy delegates certain decision-making and operating authority to senior management and has been adopted by the board in order to enhance our internal controls and allow management appropriate flexibility to deal with certain matters without obtaining specific board approval. The board also delegates certain responsibilities to the Audit Committee, Corporate Governance Committee and HR Committee, and oversees the committees’ fulfillment of their responsibilities. The responsibilities of each committee are described in more detail below.
 
Controlled Company
 
Our company is a “controlled company” as a result of Woodbridge’s ownership.
 
The NYSE corporate governance listing standards require a listed company to have, among other things, solely independent directors on its compensation committee and nominating/corporate governance committee. A “controlled company” (as defined by the NYSE) is a company of which more than 50% of the voting power is held by an individual, group or another company) and is exempt from these requirements.
 
In October 2011, the Canadian Coalition for Good Governance (CCGG) supplemented its existing guidelines for Building High Performance Boards to address controlled companies. A “controlled company” (as defined by CCGG) includes corporations with a controlling shareholder who controls a sufficient number of shares to be able to elect the board of directors or to direct the management or policies of the corporation.
 
While a majority of members of each of the Corporate Governance Committee and the HR Committee of our company are independent, the board believes it is appropriate for Mr. Beattie, the President of Woodbridge, to serve on these committees and has approved our reliance on the NYSE’s controlled company exemption to do so. CCGG has stated that it believes it is appropriate for directors who are related to the controlling shareholder to sit on these committees to bring the knowledge and perspective of the controlling shareholder to executive compensation, appointments and board nominations.
 
Thomson Reuters Management Proxy Circular
 
 
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Committees
 
The board operates with three committees, each of which has a charter. The charters are reviewed annually by the relevant committee and the Corporate Governance Committee. These charters and position descriptions of the chairs of the board’s committees are publicly available at www.thomsonreuters.com. The following table sets forth the membership of our three board committees.

 
Committee Membership
Name of Director
Audit Committee
Corporate Governance
Committee
HR Committee
W. Geoffrey Beattie
 
P
P
Manvinder S. Banga
   
P
Mary Cirillo
 
P
P
Steven A. Denning
   
     P (Chair)
Lawton W. Fitt
P
     P (Chair)
 
Roger L. Martin
P
   
Sir Deryck Maughan
 
P
 
Ken Olisa, OBE
P
   
Vance K. Opperman
     P (Chair)
   
John M. Thompson
P
P
 
Wulf von Schimmelmann
P
   
Total
6
5
4

Audit Committee

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

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

 
·
risk management and compliance with legal and regulatory requirements;

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

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

 
·
the effectiveness of the internal audit function; and

 
·
any additional matters delegated to the Audit Committee by the board.

In 2011, as is customary for a number of global multinational companies, the board of directors delegated review and approval authority to the Audit Committee for our annual and quarterly earnings releases as well as for quarterly management’s discussion and analysis (MD&A) and related financial statements. The full board will continue to review and approve our annual MD&A and annual audited financial statements, as required by applicable law.
 
In 2011, the Audit Committee met with various members of our senior management and internal audit team and PricewaterhouseCoopers LLP. In addition, the Audit Committee met regularly in separate sessions with representatives of PricewaterhouseCoopers LLP. In the course of fulfilling its mandate, the Audit Committee focused on several topics in 2011, which are reflected in the work plan below.
 
Thomson Reuters Management Proxy Circular
 
 
20

 
 
2011 Primary Audit Committee Activities
         
  Reviewing and discussing the company’s annual and quarterly consolidated financial statements and related MD&A;
         
  Reviewing other continuous disclosures, including our earnings press releases and annual report;
         
  Reviewing the scope and plans for the audit of our company’s financial statements;
         
  Reviewing and approving fees to be paid to PricewaterhouseCoopers LLP for its services;
         
  Discussing with PricewaterhouseCoopers LLP:
         
      m its independence from Thomson Reuters (and receiving disclosures from PricewaterhouseCoopers LLP in this regard),
         
      m all critical accounting policies and practices used or to be used by Thomson Reuters,
         
      m all alternative treatments of financial information within IFRS that have been discussed with management, ramifications of the use of such alternative treatments and the treatment preferred by the auditor, and
         
      m all other matters required to be communicated under IFRS;
         
  Receiving periodic updates on our guidelines and policies with respect to risk assessment and risk management, including the steps and processes taken to monitor and control risks; and
         
  Receiving periodic updates from our Corporate Compliance and Audit Department on internal control over financial reporting and fraud-related matters.
         
 
Annual Internal Control and Audited Financial Statement Review
 
In March 2012, as part of its oversight role and in reliance upon its reviews and discussions as noted above, the Audit Committee reviewed and discussed with management its assessment and report on the effectiveness of our internal control over financial reporting as of December 31, 2011, which was made using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee also reviewed and discussed with PricewaterhouseCoopers LLP its review and report on the effectiveness of our internal control over financial reporting. The Audit Committee also recommended that PricewaterhouseCoopers LLP be re-appointed as our independent auditor to serve until our next annual meeting of shareholders in 2012 and that our board submit this appointment to shareholders for approval at the 2012 annual meeting of shareholders.
 
Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee in its charter, the Audit Committee recommended that our board approve the filing of the audited consolidated financial statements, MD&A and annual report, and the inclusion of the audited consolidated financial statements in our annual report to shareholders for the year ended December 31, 2011.
 
Pre-approval Policy

The Audit Committee has adopted a policy regarding its pre-approval of all audit and permissible non-audit services provided to our company by the independent auditor.
 
 
·
The policy gives detailed guidance to management as to the specific types of services that have been pre-approved by the Audit Committee.

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

 
·
Senior management periodically provides the Audit Committee with a summary of services provided by the independent auditor in accordance with the pre-approval policy.

 
·
The Audit Committee’s charter delegates to its Chair the authority to evaluate and approve engagements in the event that the need arises for approval between Audit Committee meetings. If the Chair approves any such engagements, he must report his approval decisions to the full Audit Committee at its next meeting. For the year ended December 31, 2011, none of the audit-related, tax or all other fees of Thomson Reuters described above made use of the de minimis exception to pre-approval provisions contained in Rule 2-01(c)(7)(i)(C) of SEC Regulation S-X and Section 2.4 of the Canadian Securities Administrators’ Multilateral Instrument 52-110 (Audit Committees).
 
Thomson Reuters Management Proxy Circular
 
 
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Financial Disclosure Process
 
The Audit Committee meets to approve all financial reports prior to their release. Prior to the meeting, a draft is distributed to the members of the Audit Committee for review and comment. The CFO and the Controller and a representative from the independent auditor meet with the Chair of the Audit Committee to preview the audit-related issues which will be discussed at the Audit Committee meeting. At the Audit Committee meeting, the Controller discusses the financial statements and disclosure matters and the Audit Committee members are given an opportunity to raise any questions or comments. The independent auditor also participates in the meeting. All of our directors are also provided with a draft and an opportunity to comment before or during the Audit Committee meeting. When the Audit Committee is satisfied with the disclosure, it provides its approval and the material is released. For the annual report, a draft is then distributed to the members of the board in advance of a board meeting for their review and approval. At the board meeting, directors are given an opportunity to raise any questions or comments.
 
Whistleblower Policy
 
The Audit Committee has adopted procedures for the receipt, retention and treatment of complaints received by our company regarding accounting, internal accounting controls, auditing matters, and disclosure controls and procedures, as well as procedures for the confidential, anonymous submission of concerns by our employees regarding questionable accounting, internal accounting controls, auditing matters or disclosure controls and procedures. These procedures are set forth in the Thomson Reuters Code of Business Conduct and Ethics, which is described later in this section under “Code of Business Conduct and Ethics”.
 
Financial Literacy
 
All members of the Audit Committee are financially literate in accordance with applicable Canadian and U.S. securities rules. Our Audit Committee does not include an individual who qualifies as an “audit committee financial expert” (within the meaning of applicable SEC rules) or meets applicable tests for accounting or related financial management expertise within the meaning of NYSE listing standards. However, we consider that, collectively, the members of the Audit Committee have the requisite skills and experience to properly discharge their responsibilities.
 
Corporate Governance Committee

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

 
·
our company’s overall approach to corporate governance;

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

 
·
orientation and continuing education for directors;

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

 
·
any additional matters delegated to the Corporate Governance Committee by the board.
 
Thomson Reuters Management Proxy Circular
 
 
22

 
 
The following table sets forth the Corporate Governance Committee’s work plan for 2011.
 
2011 Primary Corporate Governance Committee Activities
   
Recommendation of candidates for annual election as directors
   
Review of board committee composition
   
Review of independence of directors
   
Review of use of controlled company exemption from NYSE governance rules
   
Review of directors’ financial literacy
   
Analysis as to whether the board contains an audit committee financial expert
   
Review of corporate governance guidelines, committee charters and position descriptions for the Chairman and the chair of each committee
   
Review of director compensation
   
Review of corporate governance policies
   
Approval of corporate governance disclosure in the proxy circular
   
Review of board, committee and director evaluation process
   
Board and committee succession planning
   
Review of compliance with the Thomson Reuters Trust Principles
   
Review of corporate giving
   
Review of Code of Business Conduct and Ethics report and related compliance processes
 
Director Qualifications, Recruitment, Board Size and Appointments
 
The Corporate Governance Committee is responsible for assessing the skills and competencies of current directors, their anticipated tenure and the need for new directors. The Corporate Governance Committee recommends candidates for initial board membership and board members for re-nomination. Recommendations are based on character, integrity, judgment, skills and competencies, business experience, record of achievement and any other attributes that would enhance the board and overall management of the business and affairs of our company. As necessary, the Corporate Governance Committee retains a professional search firm to assist it in identifying and evaluating potential director candidates.
 
Our newest independent director, Wulf von Schimmelmann, was appointed to the board in July 2011.

 
·
In 2010, a process was commenced to identify a European-based candidate for the board. As our company was still in the process of integrating Reuters products, technology and clients, the Corporate Governance Committee felt that an ideal candidate should have deep operational expertise with strong financial competencies. The London office of a global search firm was retained to frame and conduct a search for a candidate with those attributes. In addition, our current board members were made aware of the search and canvassed to make recommendations for possible candidates with the desired competencies.

 
·
Mr. von Schimmelmann's name was brought forward by a member of the board, and considered by the Corporate Governance Committee. In evaluating Mr. von Schimmelmann's profile, the Corporate Governance Committee put considerable weight on his extensive experience as an executive of a significant European financial institution, as financial services is an important customer segment for our company. As the former CEO of Deutsche Postbank, Mr. von Schimmelmann would be expected to bring to the board the perspective of a consumer of information services of Thomson Reuters and its competitors. In addition, the Corporate Governance Committee valued Mr. von Schimmelmann's experience on the boards of directors of several NYSE listed, Fortune 500 companies.

 
·
Mr. Beattie (as Deputy Chairman), Ms. Fitt (as Chair of the Corporate Governance Committee) and Mr. Glocer (then as CEO) independently met with Mr. von Schimmelmann in order to gauge his appropriateness for our board, and his interest in it. In addition to these meetings, a search firm developed a background profile of Mr. von Schimmelmann. The results of these meetings and research were brought to the Corporate Governance Committee, which reviewed them in the context of other potential candidates. After discussion, the Corporate Governance Committee recommended to our board that Mr. von Schimmelmann be invited to join the board in time to participate in its July 2011 annual strategy meeting. The board accepted the Corporate Governance Committee's recommendation.
 
Thomson Reuters Management Proxy Circular
 
 
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The board continues to be of the view that its optimal size for effective decision-making and committee work is 14 to 16 members.
 
Director Orientation and Continuing Education
 
All new directors are provided with an orientation upon election or appointment to the board, which includes:

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

 
·
Meetings with the Chairman, Deputy Chairman, CEO, CFO and other executive officers, including the heads of our major businesses; and

 
·
Opportunities early in their tenure to visit some of the major facilities and meet with operations management.

The board’s secure website, monthly management reports and other means of communication provide directors with information to ensure their knowledge and understanding of our business remain current.
 
Largely in connection with board meetings, members of senior management prepare memoranda and presentations on strategic and operating matters which are distributed to the directors. These “board papers” are often prepared in connection with matters that require director approval under our policies or applicable law and are also used to inform the directors about developments that senior management believe should be brought to the directors’ attention. The board also periodically receives reports on other non-operational matters, including corporate governance, taxation, pension and treasury matters.