Form 6-K

 

 

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 2022    Commission File Number: 1-31349

 

 

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

 

 

333 Bay Street, Suite 300

Toronto, Ontario M5H 2R2, Canada

(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  ☐            Form 40-F  ☒

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):  ☐

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):  ☐

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: Deputy Company Secretary
Date: April 18, 2022      


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Notice of Annual Meeting of Shareholders and Management Proxy Circular dated April 18, 2022
99.2    Form of Proxy for Registered Shareholders
99.3    Notice of Availability of Proxy Materials
99.4    Corporate Governance Guidelines
99.5    Virtual AGM User Guide

 

3

EX-99.1 Notice of Annual Meeting of Shareholders and Management Proxy Circular
Table of Contents

Exhibit 99.1

LOGO

 

Management Proxy Circular and

Notice of Annual Meeting of

Shareholders

June 8, 2022

 

 

 

 

LOGO

 

 

YOUR VOTE AND PARTICIPATION AS A SHAREHOLDER IS IMPORTANT.

                                 Please read this document and vote.

  


Table of Contents

Notice of Annual Meeting of Shareholders of Thomson Reuters Corporation

We are pleased to invite you to attend our 2022 annual meeting of shareholders.

 

  When   Where   

                    

 

Wednesday, June 8, 2022

12:00 p.m. (Eastern Daylight Time)

 

Virtual-only meeting – a live audio webcast will be available

at: www.tr.com/agm2022

 

Shareholders attending the meeting should enter their control number or username and the password for the meeting: tri2022 (case sensitive). Guests do not need a control number, username or password to attend the meeting. You can find information about control numbers and usernames in this notice and in the accompanying management proxy circular.

   

A replay of the webcast will be posted on our website after the meeting.

To our Shareholders,

We are pleased to invite you to attend the 2022 Thomson Reuters annual meeting of shareholders on Wednesday, June 8, 2022 at 12:00 p.m. (Eastern Daylight Time).

We are holding the meeting as a virtual only meeting, which will be conducted through a live webcast. Shareholders will have an opportunity to attend, submit or ask questions and vote at the meeting in real time through a web-based platform, regardless of geographic location. Shareholders will not be able to attend the meeting in person.

Business of the Meeting

At the meeting, shareholders will be asked to:

1. Receive our consolidated financial statements for the year ended December 31, 2021 and the auditor’s report on those statements;

2. Elect directors;

3. Appoint PricewaterhouseCoopers LLP as 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.

You can read about each of these items in more detail in the accompanying management proxy circular. At the meeting, you will also have an opportunity to hear about our 2021 performance and our plans for Thomson Reuters going forward.

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Participating in the Meeting

The process for participating in the virtual meeting depends on whether you’re a registered or non-registered shareholder. You can find more information about these terms in the “Voting Information and How to Attend” section of the accompanying management proxy circular.

 

·   

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend the virtual meeting, submit or ask questions and vote in real time, provided they are connected to the Internet and follow the instructions in the accompanying management proxy circular.

 

·   

If you are a non-registered shareholder (or “beneficial owner”) who wishes to attend the virtual meeting, submit or ask questions and vote in real time, you have to appoint yourself as proxyholder first and then also register with our transfer agent, Computershare Trust Company of Canada. If you’re a non-registered shareholder and don’t appoint yourself as proxyholder, you can still attend the virtual meeting as a guest, but you won’t be able to submit or ask questions or vote at the meeting. If you are a non-registered shareholder located in the United States and wish to appoint yourself as a proxyholder in order to attend, participate or vote at the meeting, you MUST also obtain a valid legal proxy from your intermediary and submit it to Computershare Trust Company of Canada.

Please carefully follow the instructions in the “Voting Information and How to Attend” section of the accompanying management proxy circular and on your form of proxy or voting instruction form (VIF).

 

How to Attend the Meeting

STEP ONE: Log in online at: www.tr.com/agm2022

We recommend that you log into the meeting at least 15 minutes before the meeting starts.

STEP TWO: Follow these instructions:

 

  ·   

Duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder): Click “Shareholder”. Enter your username and the password: tri2022 (case sensitive). Proxyholders who have been duly appointed and registered with Computershare Trust Company of Canada as described in the accompanying management proxy circular will receive a username by e-mail from Computershare after the proxy voting deadline has passed.

 

  ·   

Registered shareholders: Click “Shareholder”. Enter your control number as your username and the password: tri2022 (case sensitive). The control number is located on the proxy form or in the e-mail notification you received from Computershare Trust Company of Canada. If you use your control number as a username to log into the meeting and you accept the terms and conditions, any vote that you cast at the meeting will revoke any proxy that you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

 

  ·   

Guests: Click “Guest” and then complete the online form.

If you attend the virtual meeting, it is your responsibility to have Internet connectivity for the duration of the meeting.

Please carefully follow the instructions in the “Voting Information and How to Attend” section of the accompanying management proxy circular.

Additional information about participation in the meeting is set forth in our Virtual AGM User Guide which accompanies the circular and is available on our website.

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 April 13, 2022.

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Notice-And-Access

We are using the “notice-and-access” system for the delivery of our proxy materials through our website, www.tr.com, similar to last year’s meeting. Shareholders who receive a notice have the ability to access the proxy materials on our website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through our website or to request a paper copy may be found in the notice. 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.

Shareholders who have already signed up for electronic delivery of proxy materials will continue to receive them by e-mail.

Voting

Your vote is important. If you’re unable to attend the meeting, please vote by proxy. The proxy form 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, June 6, 2022, 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.

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

Very truly yours,

 

LOGO

   LOGO

David Thomson

Chairman of the Board

  

Steve Hasker

President & Chief Executive Officer

April 18, 2022   

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Letter to Shareholders

 

We will be holding this year’s annual meeting of shareholders in a virtual-only format. The meeting will be conducted through a live audio webcast, and you’ll have an opportunity to attend, submit or ask questions and vote at the meeting in real time through a web-based platform. This circular provides information and instructions regarding how to participate in the virtual annual meeting.

To our Shareholders,

Over the last year, our customers continued to face great challenges and uncertainty. Regulatory complexity across our legal, tax, and risk, fraud and compliance markets continue to grow. Digital transformation has accelerated, propelled by the ongoing demands of hybrid and remote work. Across markets and industries, time and cost pressures are on the rise. Companies that were traditionally slow to embrace new technologies and ways of working can no longer ignore the benefits of doing so.

At Thomson Reuters, we continue to successfully navigate this ever-changing environment, aided by our leading industry positions and the vital role that we play for our customers. These tailwinds, along with progress in executing the first year of our Change Program, drove a strong financial performance in 2021. For the year, we achieved organic revenue growth of 5%, our highest growth rate in over a decade. Our “Big 3” businesses – Legal Professionals, Corporates, and Tax & Accounting Professionals – posted 6% organic growth for the year, reflecting the stability of our core markets. As we increased our financial guidance throughout the year, we achieved each target. In February of this year, we announced a 10% increase in our annualized dividend – the largest increase since 2008 and the 29th consecutive year of annual dividend increases for the company.

Our Change Program goals include excelling at product innovation while providing customers with integrated, seamless offerings and an excellent end-to-end experience. These objectives align with our customers’ expectations – they’re asking for more content-enabled, cloud-based and Artificial Intelligence (AI)-powered solutions that help drive efficiency and confidence in serving their own clients. In 2021, we achieved over $200 million of annual run-rate operating savings through the Change Program, putting us more than one third of the way to achieving our goal of $600 million of gross savings by 2023. Importantly, our customers already see tangible benefits from our progress. Nearly 40% of our revenue is now on a cloud solution, putting us on target to reach 90% by 2023, and customers are benefiting from more digital, automated and self-service capabilities.

In 2021, we also launched Thomson Reuters Ventures, a $100 million corporate venture capital fund to provide investments and portfolio support for companies building breakthrough innovations in our markets. We expect the new fund to help drive even more innovation across the company, uncover new opportunities to further strengthen our businesses and those of our customers, and increase our M&A pipeline.

Looking ahead, we believe that Thomson Reuters is increasingly in a position of strength, and we see no signs of these tailwinds letting up. Simply put, the external environment drives demand for the insight, trust and clarity that our products deliver.

Our increasing confidence and the positive trajectory of the business led us in February 2022 to increase our financial targets for 2022 and 2023. As we work to achieve these targets, we are focused on fueling organic growth by driving product innovation, improving customer loyalty and retention, and finding new ways to serve our markets. Our Change Program priorities are a big part of these efforts as we invest in our strategic growth priorities in the legal, tax, and risk, fraud and compliance market segments.

Talent is key to these initiatives, and our goal is to build the best team in the Business Information Services sector. We will continue to complement our existing world-class teams by bringing in new talent across our businesses and functions. We value the balance of experience, perspectives and diversity that this brings. The health and wellbeing of our employees continues to be a priority of our leadership, and we have put in place several initiatives to support their wellbeing that we plan to build upon. Last year, we adopted a new flexible working policy for most employees, reflecting both the benefits of remote working and the power of in-person collaboration. We also recently launched Thomson Reuters Flex My Way, giving most employees the ability to work anywhere in their country for eight weeks per year, new caregiver paid time off and enhanced bereavement leave.

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Against the challenging and evolving backdrop for our customers, our company has a role to play that we consider privileged: to serve customers whose work genuinely matters. To reflect this, we recently communicated our company purpose, to Inform the Way Forward. At a time when trust in governments and institutions continues to wane, we are reinforcing our commitment to build trust through our products and actions. Our customers are the bedrock of functioning society – when they succeed, justice and taxation systems, global commerce and news and information ecosystems thrive. The expression of our company purpose could not come at a more pressing time.

Our employees recognize the role that we play in tackling global challenges, and we could not be prouder of how they have stepped up. Around the world, Thomson Reuters employees volunteered over 66,000 hours in 2021 for a range of important causes. Reuters journalists continued to work tirelessly to shed light in the darkest corners of the world, receiving a Pulitzer Prize in 2021, among other top honors for these efforts. The Reuters team also expanded the reach of their fact-checking partnerships by verifying information from Facebook and Instagram in Mexico. Across the company, we piloted a new pro bono opportunity to match employees with non-profits based on their unique challenges. On Earth Day, we announced our reduction of annual greenhouse gas emissions by 93% from 2018 baseline levels, putting us ahead of schedule on our climate change targets – just one of several of our initiatives within the environmental space.

We also would like to acknowledge the loss last year of our Reuters colleague and outstanding Pulitzer Prize-winning journalist, Danish Siddiqui. Danish was tragically killed while on assignment in Afghanistan. His loss has been significant for all of us, and we will continue to honor his memory. The cover photo of this year’s proxy circular is just one example of his amazing work.

While we are encouraged by our company’s performance, significant work lies ahead. The opportunities before Thomson Reuters energize all of us. Our sincere thanks to each of you for enabling meaningful impact to unfold for our customers, our communities and our world.

 

LOGO

   LOGO

David Thomson

Chairman of the Board

  

Steve Hasker

President & Chief Executive Officer

Certain statements in the letter are forward-looking. These forward-looking statements are based on certain assumptions and reflect our current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results to differ materially from current expectations are discussed in the “Risk Factors” section of our 2021 annual report as well as in other materials that we from time to time file with, or furnish to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements.

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Shareholder resources on our website

Annual Meeting of Shareholders

 

  ·   

Management proxy circular – www.tr.com/2022AGMcircular/

 

  ·   

Annual report – www.tr.com/2021annualreport/

 

  ·   

Virtual AGM User Guide – www.tr.com/2022AGMUserGuide/

Corporate Governance Documents

 

  ·   

Corporate Governance Guidelines, Board committee charters, and position descriptions – ir.tr.com/corporate-governance/governance-highlights

Environmental, Social and Governance (ESG)

 

  ·   

Social Impact & ESG Report – www.tr.com/social-impact-report

 

  ·   

Code of Business Conduct and Ethics – ir.tr.com/corporate-governance/code-conduct

 

  ·   

Supply Chain Ethical Code – www.tr.com/en/resources/global-sourcing-procurement.html

 

  ·   

Modern Slavery Act Transparency Statement – www.tr.com/en/modern-slavery-act.html

Products and Serviceswww.tr.com

Investor Relationsir.tr.com

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 1


Table of Contents

Frequently Referenced Information

 

Auditor Fees

     56  

Director Biographies

     24-31  

Director Compensation

     32-35  

Director Independence

     21-22  

ESG

     40, 58-61  

Executive Compensation

     90-102  

Financial Performance

     64  

Human Capital Management

     54, 60-61  

Peer Groups

     72-73  

Say on Pay

     62  

Table of Contents

 

Fast Facts About Thomson Reuters

     4  

About this Circular and Related Proxy Materials

     5  

Business of the Meeting

     6  

Voting Information and How to Attend

     9  

Annual and Quarterly Financial Statements and Related MD&A

     16  

Notice-and-Access

     16  

Electronic Delivery of Shareholder Communications

     16  

Principal Shareholder and Share Capital

     17  

About Our Directors

     18  

Nominee Information

     24  

Director Compensation and Share Ownership

     32  

Corporate Governance Practices

     36  

Board Composition and Responsibilities

     36  

Director Attendance

     42  

Controlled Company

     43  

Board Committees

     44  

Audit Committee

     45  

Corporate Governance Committee

     49  

HR Committee

     53  

Risk Committee

     54  

Joint Audit Committee and Risk Committee Meetings

     55  

About Our Independent Auditor

     56  

Stakeholder Engagement

     57  

ESG

     58  

Advisory Resolution on Executive Compensation (Say on Pay)

     62  

Compensation Discussion and Analysis

     63  

Executive Summary

     63  

Key 2022 Compensation Developments and Decisions

     66  

Our 2021 Compensation Program

     67  

Our Process for Designing and Determining Executive Compensation

     68  

Our Key Compensation Principles

     69  

2021 Compensation

     75  

2021 Named Executive Officer Compensation and Key Accomplishments

     81  

Performance Graphs

     88  

Historic Named Executive Officer Compensation

     88  

 

 

 

Page 2    Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

Executive Compensation

     90  

Summary Compensation Table

     90  

Incentive Plan Awards

     92  

Pension and Other Retirement Benefits

     94  

Termination Benefits

     96  

Indebtedness of Officers, Directors and Employees

     103  

Directors’ and Officers’ Indemnification and Insurance

     103  

Additional Information

     104  

Non-IFRS Financial Measures

     104  

How to Contact the Board

     104  

2022 Annual Meeting – Questions from Shareholders

     104  

Where to find Corporate Governance and Continuous Disclosure Documents

     104  

Thomson Reuters Trust Principles and Thomson Reuters Founders Share Company

     105  

Additional Director Information

     105  

Share Repurchases – Normal Course Issuer Bid

     105  

Directors’ Approval

     106  

Appendix A – Equity Compensation and Other Plan Information

     A-1  

Appendix B – Withdrawn Proposal

     B-1  

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 3


Table of Contents

Fast Facts About Thomson Reuters

 

 

Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service – Reuters.

 

 

The table below describes some of our key operating characteristics:

 

       

Attractive Industry

  Balanced and Diversified Leadership   Attractive Business Model   Strong Competitive Positioning   Disciplined Financial Policies

·   Currently our “Big 3” operate in an estimated $29 billion market segment expected to grow between 6% and 9% over the next 5 years

 

·   Legal, Tax & Government market segments prime for content-driven innovation

 

·   A leader in key Legal Professionals, Corporates and Tax & Accounting Professionals market segments

 

·   Resilient businesses, historically stable, which has been affirmed by our performance during the COVID-19 pandemic

 

·   Approximately 500,000 customers; largest customer is approximately 3% of revenues (excluding the news and editorial content contract with Refinitiv)

 

·   79% of revenues are recurring

 

·   90% of revenues are products delivered electronically or as software and services

 

·   Strong and consistent cash generation capabilities

 

·   Proprietary content plus data and human expertise combined with artificial intelligence and machine learning are key differentiators

 

·   Products deeply embedded in customers’ daily workflows

 

·   91% retention rate

 

·   Focused and incentivized on organic revenue growth and free cash flow growth

 

·   Balance investing in business and returning capital to shareholders

 

·   Committed to maintaining investment grade rating with stable capital structure

 

·   Significant potential capital capacity over the next four years affords significant optionality

 

 

2021 full-year results:

 

 

Stock prices:

 

·   Revenues – US$6.3 billion

 

·   Operating profit – US$1.2 billion

 

·   Adjusted EBITDA margin* – 31.0%

 

·   Diluted earnings per share (EPS) – US$11.50

 

·   Adjusted EPS* – US$1.95

 

·   Net cash provided by operating activities – US$1.8 billion

 

·   Free cash flow* – US$1.3 billion

 

Stock exchange listings (Symbol: TRI):

 

·   Toronto Stock Exchange (TSX)

 

·   New York Stock Exchange (NYSE)

 

 

Closing price (April 13, 2022): C$136.90/US$108.88

 

High (2021): C$156.01 / US$123.35

 

Low (2021): C$99.24 / US$78.54

 

Market capitalization (April 13, 2022):

 

US$53.0 billion

 

Dividend per common share (as of April 13, 2022):

 

$0.445 quarterly ($1.78 annualized)

 

We have increased our common share dividend for 29 consecutive years.

All revenue information reflected in the first table above is based on our 2021 full-year results. Our “Big 3” segments refer to our Legal Professionals, Corporates and Tax & Accounting Professionals segments combined. The news and editorial contract with the Refinitiv business of LSEG represented approximately 5% of our 2021 revenues.

For more information about our company, visit www.tr.com

* Non-International Financial Reporting Standards (non-IFRS) financial measures. Please see the note in the “Additional Information” section of this circular.

 

 

 

Page 4    Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents

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, June 8, 2022. As a shareholder, you are invited to attend the virtual 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:

 

     

information is as of April 13, 2022;

 

     

all dollar amounts in this circular are expressed in U.S. dollars;

 

     

applicable amounts translated to U.S. dollars from Canadian dollars utilized the average Canadian/U.S. dollar month-end exchange rate for 2021, which was C$1 = US$0.79802; and

 

     

applicable amounts translated to U.S. dollars from Swiss francs utilized the average Swiss franc/U.S. dollar month-end exchange rate for 2021, which was CHF 1 = US$1.09341.

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 and How to Attend” 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.

We are a Canadian company that is considered to be a “foreign private issuer” for U.S. federal securities law purposes. As a result, we have prepared this circular in accordance with applicable Canadian disclosure requirements.

Information contained on our website or any other websites identified in this circular is not part of this circular. All website addresses listed in this circular are intended to be inactive, textual references only. The Thomson Reuters logo and our other trademarks, trade names and service names mentioned in this circular are the property of Thomson Reuters.

Front cover photo credit: REUTERS/Danish Siddiqui.

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 5


Table of Contents

Business of the Meeting

Highlights

This year’s meeting will cover the following items of business. Additional information is provided in this circular.

 

 
Item of Business   Board Vote
Recommendation

1. Financial statements

 

Receipt of our 2021 audited financial statements.

 

· Our 2021 annual consolidated financial statements are included in our 2021 annual report, which is available in the “Investor Relations” section of our website, www.tr.com.

 

· Shareholders who requested a copy of the 2021 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.

  N/A

2. Election of Directors (page 18 of the circular)

 

At the meeting, 14 individuals are proposed to be elected to our Board of Directors. 13 of these individuals are currently directors of our company. Beth Wilson is a new director nominee and LaVerne Council (appointed to the Board in January 2022) is standing for election by shareholders for the first time at the meeting. Vance Opperman and Wulf von Schimmelmann have decided not to stand for re-election.

 

· The Corporate Governance Committee believes that the director nominees have the qualifications, skills and experience necessary for the Board to fulfill its mandate.

 

· A majority of our directors are independent and four of our directors (David Thomson, David Binet, Ed Clark and Peter Thomson) are affiliated with our principal shareholder, Woodbridge. Only one director (our CEO, Steve Hasker) is a member of management.

 

· The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate.

 

· 36% of the director nominees are women and two have self-identified as visible minorities.

 

· A majority of the director nominees have been on the Board for less than five years.

 

· Shareholders vote annually for individual directors. At last year’s annual meeting, our director nominees who are standing for re-election received an average of 98% “for” votes.

 

The director nominees for this year’s meeting are:

  FOR each director
nominee
 

Name

  Age   Director
Since
  Principal occupation   Committees   Attendance in 2021   Other
public
boards
 

David Thomson

  64   1988   Chairman of Woodbridge     100%    

Steve Hasker

  52   2020   President and CEO of Thomson Reuters     100%   1  

Kirk E. Arnold

  62   2020   Executive-in-Residence, General Catalyst Ventures   CG, HR, R   100%   3  

David W. Binet

  64   2013   President and CEO of Woodbridge   CG, HR, R   100%    

W. Edmund Clark, C.M.

  74   2015   Former Group President and CEO of TD Bank Group   CG, HR   100%   1  

LaVerne Council

  60   2022   CEO of Emerald One   A     2  

Michael E. Daniels

  67   2014   Former SVP and Group Executive at IBM   A, CG, HR, R   84%   2  

Kirk Koenigsbauer

  54   2020   COO and Corporate VP, Microsoft   A, R   100%    

Deanna Oppenheimer

  64   2020   Founder, Cameoworks   A, CG   100%   1  

Simon Paris

  52   2020   CEO, Finastra   A   100%   1  

Kim M. Rivera

  53   2019   Chief Legal and Business Affairs Officer, OneTrust   A, R   95%   1  

Barry Salzberg

  68   2015   Former Global CEO of Deloitte   A, CG, R   100%    

Peter J. Thomson

  56   1995   Chairman of Woodbridge   HR   100%    

Beth Wilson

  53     Vice-Chair of the Chartered Professional Accountants of Canada       1  

= independent

Committee legend: A = Audit; CG = Corporate Governance; HR = Human Resources; and R = Risk

   

 

 

 

Page 6    Management Proxy Circular and Notice of Annual Meeting of Shareholders


Table of Contents
 
Item of Business   Board Vote
Recommendation
 

3. Appointment of PricewaterhouseCoopers LLP as Auditor (page 56 of the circular)

 

We are proposing to re-appoint PricewaterhouseCoopers LLP as our independent auditor for another year until the 2023 annual meeting of shareholders. Our Audit Committee is directly responsible for overseeing the independent auditor during the year.

      FOR  

4. Advisory resolution on executive compensation (page 62 of the circular)

 

We will have a non-binding advisory resolution on executive compensation, which is sometimes called “say on pay”. This will provide you with an opportunity to provide a view on our company’s approach to executive compensation, as described in this circular.

     FOR  

Pay for performance” is the foundation of our compensation philosophy for our named executive officers. Their compensation is primarily variable and performance-based, utilizing multiple and complementary financial measures that are aligned with our strategy to drive shareholder value.

In 2021, “pay for performance” continued to be a key part of our compensation philosophy for our named executive officers.

 

    2021 compensation decisions were aligned with our strategic objectives – During 2021, the HR Committee of the Board of Directors was actively engaged in reviewing and discussing the design and approach to our compensation, talent and culture. Our 2021 compensation program was designed to continue to focus the organization on strong performance and organic growth as well as enable Thomson Reuters to attract, engage and retain the talent needed to complete the company’s Change Program (discussed later in this circular). We believe that our 2021 compensation program appropriately balanced risk and reward.

 

In 2021, a significant portion of executive pay was at risk and linked to both operational performance and stock price. Our incentive plan goals reflected our published business outlook, operating plan and long-term strategy. Annual incentive awards focused on growth objectives for the year. The table below reflects summary 2021 compensation information for our named executive officers:

 

Named executive officer   Base salary  

Target annual

incentive award

(cash) – percentage
of base salary

   Long-term incentive
award (equity-based)
– percentage
of base salary
  “At risk”
percentage

Steve Hasker

President and Chief Executive Officer

 

C$1,495,000

(US$1,193,042)

  200%    550%   88%

Mike Eastwood

Chief Financial Officer

 

C$925,000

(US$738,170)

  125%    225%   78%

Brian Peccarelli

Chief Operating Officer, Customer Markets

  US$750,000   175%    200%   79%

Kirsty Roth

Chief Operations and Technology Officer

 

CHF 675,000

(US$738,054)

  125%    225%   78%

Michael Friedenberg

Former President, Reuters

  US$850,000   125%    150%   73%

 

    Our compensation program is strongly aligned with shareholder return and value – Our executive officer compensation is aligned with total shareholder return. We also require our executive officers to maintain meaningful levels of share ownership that are multiples of their respective base salaries, creating a strong link to our shareholders and the long-term success of our company.

Named executive officer  

Share Ownership

Guideline

(base salary multiple)

                   
Steve Hasker   6x            
 
Mike Eastwood   4x            
 
Brian Peccarelli and Kirsty Roth   3x*           

 

* Michael Friedenberg was subject to a 3x share ownership guideline prior to leaving Thomson Reuters on December 31, 2021.

 

    We benchmark executive compensation and performance against global peer companies that we compete with for customers and talent – The HR Committee utilizes a global peer group for executive compensation purposes. For compensation benchmarking of executive officers based in Toronto, the HR Committee also utilizes a separate Canadian peer group as a secondary reference point.

 

    Our compensation program is aligned with good governance practices and has received strong shareholder support in recent years – Our plans and programs reflect strong governance principles. The HR Committee has an independent advisor (FW Cook) for executive compensation matters. We also engage with our shareholders on compensation matters during the year and we provide a “say on pay” resolution each year at our annual meeting of shareholders. Over the last five years, an average of approximately 97% of votes have been cast “for” our “say on pay” advisory resolutions.

       

 

 

 

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Item of Business   Board Vote
Recommendation

      We do not believe that we have any problematic pay practices and risk is taken into account in our compensation programs – The HR Committee’s independent advisor reviews our compensation program to evaluate the degree to which it encourages risk taking in the context of our overall enterprise risk profile as well as recognized market best practices. The independent advisor has concluded that our programs appear unlikely to create incentives for excessive risk taking and include meaningful safeguards to mitigate compensation program risk.

 

What we do

 

  The HR Committee is comprised of a majority of independent directors and it uses an independent executive compensation consultant to assess our executive compensation programs;

 

  Most of an executive’s compensation is comprised of longer-term performance opportunities with less emphasis on shorter-term performance opportunities;

 

  The base salary component of each executive’s compensation is fixed;

 

  Our HR Committee annually reviews and determines award design and there are principles and processes with management for approving design changes and performance goals;

 

  The HR Committee reviews performance criteria for financial metrics used in our incentive awards, including threshold, target and maximum amounts, to ensure that they are challenging, but achievable. Performance criteria are in alignment with the company’s strategic objectives;

 

  Our incentive awards utilize a number of different financial performance measures and do not rely on a single metric. Each metric has a threshold, target and maximum performance target with pre-defined payout amounts;

 

  Our annual incentive awards and performance restricted share units (PRSUs) issued as part of long-term incentive awards have caps for the maximum potential payouts;

 

  Our HR Committee has authority to make fairness-related and other adjustments to performance award opportunities that it may deem appropriate;

 

  We have robust share ownership guidelines for our executive officers which further ties their interests to those of our shareholders over the long-term; and

 

  We have a recoupment (or “clawback”) policy that permits us to seek reimbursement from the CEO and all of the other executive officers in certain circumstances.

 

What we don’t do

 

X   Executive officers are prohibited from hedging or pledging company shares;

 

X   We don’t offer single trigger change of control rights or excise tax gross-up payments;

 

X   We don’t guarantee minimum payout levels in our incentive plans or minimum vesting for equity awards;

 

X   We don’t guarantee increases to base salaries or target incentive award opportunities;

 

X   We don’t reprice stock options, grant reload stock options or “spring load” equity awards to enable recipients to benefit from the release of confidential information;

 

X   We don’t include unvested RSUs or vested/unvested stock options in the calculation of share ownership guidelines; and

 

X   We don’t offer excessive perquisites.

 

Please see the “Compensation Discussion and Analysis” section of the circular for additional information.

   

5. Other business

 

If any other items of business are properly brought before the meeting (or any adjourned or postponed meeting), shareholders will be asked to vote. We are not aware of any other items of business at this time.

  N/A
We received a shareholder proposal for consideration at the meeting. Following a constructive discussion with our company and based on our progress, ongoing work and commitments in this area, the shareholder agreed not to submit its proposal to a vote at the meeting. We agreed to include the proposal in this circular for informational purposes only. The proposal and related supporting statement are reproduced in Appendix B of this circular, along with our company’s response. This proposal is not a part of the formal business or agenda of the meeting.  

 

 

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Voting Information and How to Attend

What is the format of the meeting?

We are holding the meeting as a virtual-only meeting, which will be conducted through a live webcast. Shareholders will have an opportunity to attend the meeting, submit or ask questions and vote in real time through a web-based platform, regardless of geographic location and share ownership. Shareholders will not be able to attend the meeting in person.

Who can vote at the meeting?

If you held common shares as of 5:00 p.m. (Eastern Daylight Time) on April 13, 2022 (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 April 13, 2022, there were 486,996,826 common shares outstanding.

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

How many votes are required for approval?

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

Woodbridge, our principal and controlling shareholder, beneficially owned approximately 67% of our outstanding common shares as of April 13, 2022. Woodbridge has advised our company that it will vote FOR each item of business as recommended by the board of directors.

We have a majority voting policy that applies to the election of directors at the annual meeting of shareholders. This means that if a director receives more “withhold” votes than “for” votes at the meeting, then the director will immediately 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 accept resignations, except in exceptional circumstances. The Board will have 90 days from the annual meeting to make and publicly disclose its decision by news release either to accept or reject the resignation (including reasons for rejecting the resignation, if applicable). As Woodbridge has indicated that it will vote FOR the election of each director nominee, each director will receive more than a majority of votes at the meeting.

How do I vote?

You have two choices – you can vote by proxy, or you can attend the virtual-only meeting and vote during the meeting by online ballot through the live webcast platform. The voting process is different for each choice. The voting process also depends on whether you are 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:

 

   

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

 

   

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”.

How do I attend and participate in the meeting?

We are holding the meeting in a virtual-only format, which will be conducted through a live webcast. Shareholders will not be able to attend the meeting in person.

How you vote will depend on whether you’re a registered shareholder or a non-registered shareholder (as discussed above).

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend and vote at the meeting online. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting as described below. Guests will be able to listen to the meeting but will not be able to vote at the meeting.

Additional information about participation in the meeting is set forth in our Virtual AGM User Guide which accompanies this circular and is available on our website.

If you attend the meeting, it is your responsibility to have Internet connectivity for the duration of the meeting.

 

 

 

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Registered shareholders   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.
   
If you want to vote by proxy before the meeting  

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 through the Internet, mail or telephone. Please refer to your proxy form for instructions.

   
If you want to attend and vote at the meeting  

You may vote at the meeting by completing an online ballot during the meeting, as further described below. Do not complete or return your proxy form, as your vote will be taken 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. Follow the instructions below for appointing a proxyholder if applicable.

 

Please follow these steps:

 

1.   Log in online at www.tr.com/agm2022. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

2.  Click “Shareholder”.

 

3.  Enter your control number as your username. The control number is located on your proxy form or in the e-mail notification you received from Computershare Trust Company of Canada.

 

4.  Enter the password: tri2022 (case sensitive).

 

5.  Follow the instructions to view the meeting and vote when prompted.

 

Once you log into the meeting and you accept the terms and conditions, any vote that you cast at the meeting will revoke any proxy that you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

   
If you want to appoint a third party as proxy to attend and vote at the meeting  

You may appoint another person (other than our directors who are named on your proxy form) to attend the meeting on your behalf and vote your shares as your proxyholder. If you choose this option, you must submit your proxy form appointing the third party AND register the third party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy form. Failure to register your proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the meeting. You may choose anyone to be your proxyholder – the person does not have to be another shareholder.

 

Please follow these steps:

 

1.   Submit your proxy form – To appoint a third party proxyholder, insert that person’s name into the appropriate space on the proxy form. Follow the instructions for submitting the proxy form. This step must be completed before registering the proxyholder as step 2 below.

 

2.  Register your proxyholder – To register a third party as your proxyholder, you MUST visit www.computershare.com/ThomsonReuters by 5:00 p.m. (Eastern Daylight Time) on June 6, 2022 and provide Computershare Trust Company of Canada with the required proxyholder contact information so that Computershare Trust Company of Canada may provide the proxyholder with a username by e-mail shortly after this deadline. Without a username, proxyholders will not be able to ask questions or vote at the meeting but will be able to participate as a guest.

 

If you want to appoint more than one proxyholder to each vote a subset of your shares, you must submit your proxy by mail indicating the number of shares to be voted by each proxyholder, and also complete step 2 above.

 

 

 

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If you want to attend the meeting as a guest  

Guests can log into the meeting as set forth below. Guests can listen to the meeting but are not able to submit or ask questions or vote at the meeting.

 

Please follow these steps:

 

1.   Log in online at www.tr.com/agm2022. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

2.  Click “Guest” and complete the online form.

   
Deadline for returning your proxy form   Your completed proxy must be received by Computershare Trust Company of Canada by 5:00 p.m. (Eastern Daylight Time) on Monday, June 6, 2022.

 

Non-registered shareholders  

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

   
If you want to vote by
proxy before the meeting
  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.
   
If you want to attend and vote at the meeting  

If you are a non-registered shareholder and you wish to ask questions or vote at the meeting, you have to appoint yourself as a proxyholder first and then also register with Computershare Trust Company of Canada. This is because our company and our transfer agent, Computershare Trust Company of Canada, do not have records of the non-registered shareholders of the company. As a result, we would have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you’re a non-registered shareholder and don’t appoint yourself as proxyholder, you can still attend the virtual meeting as a guest, but you won’t be able to submit or ask questions or vote at the meeting.

 

Please follow these steps:

 

1.   To appoint yourself as proxyholder, insert your name in the appropriate space on the voting instruction form. Do not fill out your voting instructions. Follow the instructions by submitting the voting instruction form by the appropriate deadline as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary. This step must be completed before registering a proxyholder as step 2 below.

 

2.  To register yourself as a proxyholder, you must visit www.computershare.com/ThomsonReuters by 5:00 p.m. (Eastern Daylight Time) on June 6, 2022 and provide Computershare Trust Company of Canada with your required proxyholder contact information so that Computershare Trust Company of Canada may provide you with a username by e-mail shortly after this deadline. Without a username, you will not be able to vote at the meeting but will be able to participate as a guest.

 

3.  Log in online at www.tr.com/agm2022. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

4.  Click “Shareholder”.

 

5.  Enter your username that was provided by Computershare Trust Company of Canada.

 

 

 

 

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6.  Enter the password: tri2022 (case sensitive).

 

7.  Follow the instructions to view the meeting and vote when prompted.

 

If you are a non-registered shareholder located in the United States and you wish to appoint yourself as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your intermediary. To do so, please follow these steps:

 

1.   Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one.

 

2.  After you receive a valid legal proxy from your intermediary, you must then submit the legal proxy to Computershare Trust Company of Canada. You can send the legal proxy by e-mail or by courier to: uslegalproxy@computershare.com (if by e-mail), or Computershare Trust Company of Canada, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Canada (if by courier). The legal proxy in both cases must be labeled “Legal Proxy” and received no later than the voting deadline of 5:00 p.m. (Eastern Daylight Time) on Monday, June 6, 2022.

 

3.  Computershare Trust Company of Canada will provide duly appointed proxyholders with a username by e-mail after the voting deadline has passed. Please note that you are required to register your appointment as a proxyholder at www.computershare.com/ThomsonReuters as noted above.

   
If you want to appoint a third party as proxy to attend and vote at the meeting  

You may appoint another person (other than our directors who are named on your voting instruction form) to attend the meeting on your behalf and vote your shares as your proxyholder. If you choose this option, you must submit your voting instruction form appointing the third party AND register the third party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the meeting. You may choose anyone to be your proxyholder – the person does not have to be another shareholder.

 

Please follow these steps:

 

1.   Submit your voting instruction form – To appoint a third party proxyholder, insert the person’s name into the appropriate space on the voting instruction form. Follow the instructions by submitting the voting instruction form by the appropriate deadline as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary. This step must be completed before registering a proxyholder as step 2 below.

 

2.  Register your proxyholder – To register another person as your proxyholder, you MUST visit www.computershare.com/ThomsonReuters by 5:00 p.m. (Eastern Daylight Time) on June 6, 2022 and provide Computershare Trust Company of Canada with the required proxyholder contact information so that Computershare Trust Company of Canada may provide the proxyholder with a username by e-mail shortly after this deadline. Without a username, proxyholders will not be able to vote at the meeting but will be able to participate as a guest.

 

If you are a non-registered shareholder located in the United States and you wish to appoint a third party as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your intermediary. To do so, please follow these steps:

 

1.   Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one.

 

 

 

 

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2.  After you receive a valid legal proxy from your intermediary, you must then submit the legal proxy to Computershare Trust Company of Canada. You can send the legal proxy by e-mail or by courier to: uslegalproxy@computershare.com (if by e-mail), or Computershare Trust Company of Canada, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Canada (if by courier). The legal proxy in both cases must be labeled “Legal Proxy” and received no later than the voting deadline of 5:00 p.m. (Eastern Daylight Time) on Monday, June 6, 2022.

3.  Computershare Trust Company of Canada will provide duly appointed proxyholders with a username by e-mail after the voting deadline has passed. Please note that you are required to register the third party’s appointment as a proxyholder at www.computershare.com/ThomsonReuters as noted above.

   
If you want to attend the meeting as a guest  

Guests, including non-registered shareholders who have not duly appointed themselves as proxyholders, can log into the meeting as set forth below. Guests can listen to the meeting but are not able to submit or ask questions or vote at the meeting.

 

Please follow these steps:

 

1.   Log in online at www.tr.com/agm2022. We recommend that you log into the meeting at least 15 minutes before the meeting starts.

 

2.  Click “Guest” and complete the online form.

   
Deadline for returning your form   Please check your voting instruction form for the specific deadline. Your intermediary will need your voting instructions sufficiently in advance of the proxy deadline to enable your intermediary to act on your instructions prior to the deadline.

How do I submit or ask questions during the meeting?

In writing (type/chat)

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) participating in the meeting may ask questions via the website for the meeting by typing and submitting their question in writing. Select the messaging tab and type your question within the box at the top of the screen. Once finished, press the “send” arrow to the right of the box to submit your question.

By phone

During the meeting, registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will also be able to ask questions by phone. To ask a question by phone, send your phone number and subject using the messaging tab (as described above) and the LUMI platform will dial you in the meeting during the Q&A session of the meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests but will not be able to submit or ask questions during the meeting.

If you prefer, you may also submit written questions in advance of the meeting which will be addressed during the Q&A session by e-mailing your question to investor.relations@tr.com.

 

 

 

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Other Questions and Answers

Can I vote my shares by filling out and returning the notice?

No. The notice sets forth the items to be voted on at the meeting, but you cannot vote by marking the notice and returning it. The notice provides instructions on how to vote.

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

If you are a registered shareholder, your proxy must be received by 5:00 p.m. (Eastern Daylight Time) on Monday, June 6, 2022.

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 your proxy form or voting instruction 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 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, June 6, 2022. 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:

 

   

To the offices of Computershare Trust Company of Canada at any time before 5:00 p.m. (Eastern Daylight Time) on Tuesday, June 7, 2022. If the meeting is adjourned or postponed, the deadline will be no later than 48 hours before any adjourned or postponed meeting; or

 

   

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

 

   

In any other manner permitted by law.

 

·   

If you use your control number as a username to log into the meeting and you accept the terms and conditions, any vote that you cast at the meeting will revoke any proxy that you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

 

 

 

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How can I contact Computershare Trust Company of Canada if I have questions?

You can contact Computershare Trust Company of Canada directly at the following numbers:

 

Canada and the United States   1.800.564.6253
Other countries   1.514.982.7555

Who is soliciting my proxy and distributing proxy-related materials?

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. Intermediaries will distribute proxy-related materials directly to non-objecting beneficial owners on our behalf. We are paying for intermediaries to send proxy-related materials to both non-objecting beneficial owners and objecting beneficial owners.

Is my vote confidential?

Yes. Our registrar, Computershare Trust Company of Canada, independently counts and tabulates the proxies and votes cast at the meeting through the live webcast platform 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.tr.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.

 

Who do I contact if I need technical assistance for the meeting?

If you encounter any difficulties with the virtual platform on the day of the meeting, please go to www.lumiglobal.com/faq for frequently asked questions and click on the support button for assistance.

 

 

 

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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.tr.com. Please also see the “Electronic Delivery of Shareholder Communications” section below for information about electronic delivery of these reports and other shareholder communications.

Notice-and-Access

Why did I receive a notice in the mail regarding the website availability of this circular and proxy materials?

We are using the “notice-and-access” system for the delivery of our proxy materials through our website, similar to last year’s meeting. Shareholders who receive a notice have the ability to access the proxy materials on our website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through our website or to request a paper copy may be found in the notice.

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.

Why didn’t I receive a printed notice in the mail about the website availability of the proxy materials?

Shareholders who previously signed up for electronic delivery of our proxy materials will continue to receive them by e-mail and will not receive a printed notice in the mail.

How do I vote under the “notice-and-access” system?

The voting process is the same as described in the “Voting Information and How to Attend” section of this circular. You have two choices – you can vote by proxy, or you can attend the meeting and vote during the meeting by online ballot through the live webcast platform.

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 (with links to the documents posted on our website) is sent to you.

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.proxyvote.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.investorcentre.com (country – Canada) and click on “Sign up for eDelivery” at the bottom of the page. You will need information from your proxy form to register.

 

 

 

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Principal Shareholder and Share Capital

As of April 13, 2022, Woodbridge beneficially owned 325,874,185 of our common shares, or approximately 67% 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.

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.

From time to time, in the normal course of business, Thomson Reuters enters into transactions with Woodbridge and certain of its affiliates. In 2021, these transactions involved providing and receiving product and service offerings and were not material to our results of operations or financial condition either individually or in the aggregate.

To our knowledge, no other person beneficially owns, directly or indirectly, 10% or more of our common shares.

 

 

 

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About Our Directors

This section includes the following information:

 

·   

Profiles for each director nominee;

 

·   

Compensation that we paid to our directors in 2021; and

 

·   

Our corporate governance structure and practices.

 

 

HIGHLIGHTS

 

·   

The Corporate Governance Committee believes that the director nominees have the qualifications, skills and experience necessary for the Board to fulfill its mandate;

 

·   

A majority of our directors are independent and only one director (our CEO) is a member of management;

 

·   

36% of the director nominees are women and two have self-identified as visible minorities;

 

·   

The roles and responsibilities of the Chairman and the CEO are separate;

 

·   

13 of the 14 nominees are currently directors of our company;

 

·   

A majority of the director nominees have been on the Board for less than five years; and

 

·   

At last year’s annual meeting, our director nominees who are standing for re-election received an average of 98% “for” votes.

 

 

Voting

You will be asked to vote for each director on an individual basis. Each of the 14 nominees is proposed to be elected for a term ending at our 2023 annual meeting of shareholders. 13 of the nominees are currently directors of our company. 12 of our director nominees were elected at our 2021 annual meeting of shareholders. Beth Wilson is a new director nominee who is proposed to be elected at the meeting and LaVerne Council (appointed to the Board in January 2022) is standing for election by shareholders for the first time at the meeting. Profiles for each nominee are provided on the following pages.

The Board unanimously recommends that you vote FOR the election of the following 14 nominees to the Thomson Reuters Board of Directors: David Thomson, Steve Hasker, Kirk E. Arnold, David W. Binet, W. Edmund Clark, C.M., LaVerne Council, Michael E. Daniels, Kirk Koenigsbauer, Deanna Oppenheimer, Simon Paris, Kim M. Rivera, Barry Salzberg, Peter J. Thomson and Beth Wilson.

Vance Opperman and Wulf von Schimmelmann have decided not to stand for re-election at the meeting. Vance Opperman has served on the Board since 1996, including as Lead Independent Director since 2013. Wulf von Schimmelmann has served on the Board since 2011. We thank Vance and Wulf for their contributions to Thomson Reuters.

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.

Following the meeting, we will issue a press release that includes the number of votes cast for and withheld from each individual director. As noted above, at last year’s annual meeting, our director nominees who are standing for re-election received an average of 98% “for” votes. Additional information is provided in each nominee’s profile on the following pages.

 

 

 

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Director qualifications, skills and experiences

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 nominee understands 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 the director nominees for election.

The following table, or skills matrix, summarizes the skills and areas of experience indicated by each director nominee. Our Board believes that these skills and experiences are necessary for it to carry out its mandate. The skills matrix is reviewed and updated annually.

 

    Skills
    LOGO   LOGO   LOGO   LOGO   LOGO   LOGO  

 

LOGO

  LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

David Thomson

                                                     

Steve Hasker

                                           

Kirk Arnold

                                               

David Binet

                                                 

Ed Clark

                                             

LaVerne Council

                                                     

Mike Daniels

                                         

Kirk Koenigsbauer

                                                   

Deanna Oppenheimer

                                                   

Simon Paris

                                                   

Kim Rivera

                                           

Barry Salzberg

                                       

Peter Thomson

                                                         

Beth Wilson

                                               

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 19


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Board Diversity

The Board also values the benefits that diversity can bring to the boardroom and throughout Thomson Reuters. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and improves oversight, decision-making and governance.

While the Corporate Governance Committee of the Board focuses on finding the best qualified candidates for the Board, a nominee’s diversity may be considered favorably in his or her assessment. Our Corporate Governance Guidelines provide that diversity includes business experience, thought, style, culture, gender, geographic background, race, visible minorities, national origin, Indigenous persons, religion, gender identity and expression, sexual orientation, disability, age and other personal characteristics.

In April 2022, the Board formalized an objective that at least 30% of its members should be women. This was a goal that the Board had been working towards in previous years. The Board will meet this goal at the meeting on June 8, 2022 if all of the director nominees are elected.

 

 
2022
      Target    Specific date for
achievement of target
   Progress in achieving target
      Number    %            

Women on the

Board of Directors

   N/A    At least 30%    N/A   

Women represent approximately 27% of the Board as of April 13, 2022.

 

The target will be achieved if all 14 director nominees are elected at the meeting on June 8, 2022. If all of the director nominees are elected, women will represent approximately 36% of the Board.

As set forth in the table below, five of the 14 director nominees proposed for election at the meeting (36%) are women. Two of our director nominees have self-identified as a visible minority.

 

 
Board Diversity Matrix

Director Nominees

     14   
       Male      Female

Gender identity

     9      5

Demographic background

Visible minority

     0      2

White/Caucasian

     9      3

As reflected in the graph below, the number of women who are director nominees at our annual meeting has increased in each of the last three years.

 

LOGO

 

 

 

 

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Independence

A majority of the Board is independent. 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 2022, the Board conducted its annual assessment of the independence of its members and determined that 10 of the 15 current directors (approximately 67%) serving on the Board were independent. The Board also determined that if all of the director nominees are elected, then nine of the 14 directors (approximately 64%) will be independent following the meeting.

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’s determination of independence was also based on responses to questionnaires completed by directors and Beth Wilson.

For the Board to function independently from management:

 

·   

The roles and responsibilities of the Chairman (David Thomson) and the CEO (Steve Hasker) are separate;

 

·   

We have a Lead Independent Director (Vance Opperman); and

 

·   

The Audit Committee is comprised entirely of independent directors (as required by applicable law) and the Corporate Governance Committee, HR Committee and Risk Committee each have a majority of independent directors.

The table below indicates which of our directors are independent and not independent.

 

     Director Independence
       

Name of Director

   Management    Independent    Not Independent    Reason for Non-Independence

Current directors

                   

David Thomson

                A Chairman of Woodbridge

Steve Hasker

              President & Chief Executive Officer of
Thomson Reuters

Kirk E. Arnold

                 

David W. Binet

                President of Woodbridge

W. Edmund Clark, C.M.

                Advisor to the trustee of the 2003 TIL
Settlement and Woodbridge

LaVerne Council

                 

Michael E. Daniels

                 

Kirk Koenigsbauer

                 

Deanna Oppenheimer

                 

Vance K. Opperman

                 

Simon Paris

                 

Kim M. Rivera

                 

Barry Salzberg

                 

Peter J. Thomson

                A Chairman of Woodbridge

Wulf von Schimmelmann

                 

Total

   1    10    5     

New director nominee

                   

Beth Wilson

                 

Total – directors proposed to be elected
at the meeting

   1    9    5     

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 21


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David Thomson, David Binet, Ed Clark and Peter Thomson are not members 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 2022 that these relationships were immaterial.

Tenure

Our Board has not adopted a mandatory retirement age or term limits for individual directors. We believe that individuals can continue to remain effective directors beyond a mandated retirement age or maximum period of service. Without having a mandatory retirement age or term limits, we have experienced turnover on our Board that has brought directors with new perspectives and approaches. This has complemented the depth of knowledge and insight about our company and business operations that some of our more long-standing directors have developed over time.

The following shows the tenure of our director nominees. As reflected below, a majority of the director nominees have served for less than five years.

 

LOGO

 

 

The average tenure of director nominees who are considered independent is 2.7 years and the average tenure of all director nominees (which includes directors affiliated with our principal shareholder) is 7.4 years.

 

 

The two director nominees who have been members of the Board for more than 10 years (David Thomson and Peter Thomson) are affiliated with our company’s principal shareholder, Woodbridge.

Age

The average age of our director nominees is 60.

 

LOGO

 

 

 

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Countries of Residence

The following shows the countries where our director nominees ordinarily reside:

 

LOGO

Interlocking Directorships

We do not have any director nominees who serve together on boards of other public companies. The Board has adopted a policy that no more than two of our directors may serve together on the boards of other public companies without the consent of the Corporate Governance Committee.

Service on Other Boards

Our directors are not restricted from serving on the boards of other public or private companies so long as their commitments do not materially interfere with or are not incompatible with, their ability to fulfill their duties as a member of our company’s Board. Directors must, however, receive approval from the Chair of the Corporate Governance Committee before accepting an invitation to serve on the board of another public company and must notify the Chair of the Corporate Governance Committee in connection with accepting an invitation to serve on the board of a for-profit private company that is not a family business. The Corporate Governance Committee monitors the outside boards that our directors sit on to determine if there are circumstances that would impact a director’s ability to exercise independent judgment and to ensure that a director has sufficient time to fulfill his or her commitments to Thomson Reuters.

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 23


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Nominee Information

The following provides information regarding the 14 director nominees who are proposed to be elected at the meeting, including a brief biography, city and country of residence, the year that they were appointed to our Board, independence status, primary areas of expertise, committee membership, attendance at Board and committee meetings in 2021 and ownership of Thomson Reuters securities. This information also reflects the percentage of “for” votes received by each director nominee at our 2021 annual meeting of shareholders.

In the director nominee profiles, “securities held” by a director nominee includes common shares over which a director nominee exercised control or direction, and the number of deferred share units (DSUs), restricted share units (RSUs) and options held by, or credited to, each individual as of April 13, 2022. Information regarding common shares beneficially owned does not include shares that may be obtained through the exercise or vesting of DSUs, RSUs or options. Our CEO Steve Hasker is the only director who holds RSUs or options. Each director nominee 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 April 13, 2022, which was $108.88. The market value of DSUs is also based on the closing price of our common shares on the NYSE on that date. We have also included information about each director nominee’s ownership of Thomson Reuters common shares and DSUs as of April 13, 2022 as a multiple of their annual retainer. Additional information about director share ownership guidelines is provided later in this section.

 

 

LOGO

 

David Thomson1

 

Age: 64

 

Toronto, Ontario, Canada

 

Director since 1988

 

Non-independent

 

Primary areas of expertise: investment management, retail, media/publishing

 

2021 annual meeting votes for: 99.12%

     

David Thomson

 

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. David is an active private investor with a focus on real estate and serves on the boards of several private companies. David has an MA from Cambridge.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%          
    Total    8 of 8    100%                  
    Securities held
(number and value)2
                

Total shares

and DSUs3

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

50,000

  

RSUs

  

DSUs

110,814

  

Options

  160,814         
    $5,444,000   

   $12,065,428          $17,509,428   
     

1  David Thomson and Peter Thomson, both of whom are nominees, are brothers.

2  David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge, our principal shareholder. For additional information, please see the “Principal Shareholder and Share Capital” section of this circular.

3  An additional 1,400 shares are held by an immediate family member of David Thomson.

 

 

 

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LOGO

Steve Hasker

 

Age: 52

 

Toronto, Ontario, Canada

 

Director since 2020

 

Non-independent

 

Primary areas of expertise: operations, international business, strategy and technology

 

2021 annual meeting votes for: 99.56%

     

Steve Hasker

 

Steve Hasker has been President and Chief Executive Officer of Thomson Reuters since March 2020. Prior to joining Thomson Reuters in February 2020, he was Senior Adviser to TPG Capital, a private equity firm, from August 2019 to February 2020. Prior to that, he was Chief Executive Officer of CAA Global, a TPG Capital portfolio company, from January 2018 to August 2019. Steve served as Global President and Chief Operating Officer of Nielsen Holdings PLC from December 2015 to December 2017 and prior to that served as Nielsen’s President, Global Products from November 2009 to January 2014. Steve spent more than a decade with McKinsey & Company as a partner in the Global Media, Entertainment and Information practice from 1998 to 2009. Before joining McKinsey, Steve spent five years in several financial roles in the United States and other countries. Steve has an undergraduate economics degree from the University of Melbourne and received an MBA and master’s in international affairs from Columbia University.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%    Appen Limited   
    Total    8 of 8    100%                  
    Securities held
(number and value)
                

Total shares

and DSUs

 

Total market

value1

  

Ownership multiple

of base salary2

   

Common shares

  

RSUs

168,524

  

DSUs

  

Options

480,588

          
      

               0.0x
     

1  56,174 of Steve’s 168,524 RSUs are time-based restricted share units (TRSUs). As of April 13, 2022, the value of Steve’s TRSUs was $6,116,225.

2  Reflects Steve’s ratio under his executive ownership guidelines, which is based on a multiple of his salary.

   

 

LOGO

 

Kirk E. Arnold

 

Age: 62

 

Kennebunk, Maine, United States

 

Director since 2020

 

Independent

 

Primary areas of expertise: technology, strategy, sales & marketing, human capital management

 

2021 annual meeting votes for: 98.61%

     

Kirk E. Arnold

 

Kirk E. Arnold has been Executive-in-Residence at General Catalyst Ventures since 2018, where she works with management teams to help scale and drive growth by providing mentorship, operational and strategic support. She was previously Chief Executive Officer of Data Intensity, LLC, a cloud-based data, applications and analytics managed service provider, from 2013 to 2017. Prior to that, Kirk was Chief Operating Officer of Avid, a technology provider in the media industry, and Chief Executive Officer and President of Keane, Inc., then a publicly traded global services provider. She has also held senior leadership roles at Computer Sciences Corp., Fidelity Investments and IBM. In addition, she was founder and Chief Executive Officer of NerveWire, a management consulting and systems integration provider. Kirk serves on the boards of several private companies. In addition, she is a Senior Lecturer at MIT Sloan School of Management and an advisor to the Center for MIT Entrepreneurship. Kirk received a bachelor’s degree from Dartmouth College.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%    Epiphany Technology Acquisition Corp.   
    Corporate Governance    5 of 5    100%    Ingersoll-Rand plc   
    HR    6 of 6    100%    Trane Technologies   
    Risk    4 of 4    100%          
    Total    23 of 23    100%                  
      Securities held
(number and value)
                    Total shares
and DSUs
 

Total market

value

   Ownership multiple
of annual retainer
   

Common shares

  

RSUs

  

DSUs

6,808

  

Options

  6,808         
        

   $741,255          $741,255    3.3x

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 25


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LOGO

 

David W. Binet

 

Age: 64

 

Toronto, Ontario, Canada

 

Director since 2013

 

Non-independent

 

Primary areas of expertise: legal, media/publishing, investment management

 

2021 annual meeting votes for: 96.38%

     

David W. Binet

 

David W. Binet is Deputy Chairman of Thomson Reuters. He is also President and Chief Executive Officer and a director of Woodbridge, the Thomson family investment company. Prior to 2013, he held a number of senior positions at Woodbridge between 1999 and 2012, including Chief Operating Officer. David is a director of The Globe and Mail Inc., a Canadian media company and of a number of other companies in which Woodbridge is invested. David served as Chairman of the Thomson Reuters Foundation from October 1, 2009 through March 14, 2020. Prior to joining Woodbridge in 1999, he was a partner at a major law firm. David has a law degree from McGill University, a BA from Queen’s University and a graduate degree in journalism from Northwestern University.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%      
    Corporate Governance    5 of 5    100%      
    HR    6 of 6    100%          
    Risk    4 of 4    100%                  
    Total    23 of 23    100%                  
      Securities held
(number and value)
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

261,176

  

RSUs

  

DSUs

37,449

  

Options

  298,625         
      $28,436,843   

   $4,077,447          $32,514,290    144.5x
                                     

 

LOGO

 

W. Edmund Clark, C.M.

 

Age: 74

 

Toronto, Ontario, Canada

 

Director since 2015

 

Non-independent

 

Primary areas of expertise: executive leadership, finance, human resources, strategy

 

2021 annual meeting votes for: 96.07%

     

W. Edmund Clark, C.M.

 

W. Edmund Clark is a corporate director. Ed served as Group President and Chief Executive Officer of TD Bank Group from 2002 until his retirement in 2014. Ed was inducted as a Companion of the Canadian Order of the Business Hall of Fame in 2016. In 2014, Ed was elected to the Board of Trustees of the Brookings Institute. He is also Chair of the Vector Institute for Artificial Intelligence. Ed has a BA from the University of Toronto, and an MA and Doctorate in Economics from Harvard University. Ed has also received honorary degrees from Mount Allison University, Queen’s University, Western University and the University of Toronto. In 2010, he was made an Officer of the Order of Canada, one of the country’s highest distinctions.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%    Spin Master Corp.   
    Corporate Governance    5 of 5    100%      
    HR    6 of 6    100%                  
    Total    19 of 19    100%                  
      Securities held
(number and value)
                    Total shares
and DSUs
 

Total market

value

   Ownership multiple
of annual retainer
   

Common shares

36,316

  

RSUs

  

DSUs

31,996

  

Options

  68,312         
      $3,954,086   

   $3,483,724   

      $7,437,811    33.1x

 

 

 

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LOGO

 

LaVerne Council

 

Age: 60

 

Great Falls, Virginia, United States

 

Director since January 2022

 

Independent

 

Primary areas of expertise: technology, operations, transformational change

 

2021 annual meeting votes for:
N/A

     

LaVerne Council

 

LaVerne Council is the Chief Executive Officer of Emerald One, LLC, an information technology consulting company focused on helping businesses develop innovative methodologies for driving change and transformation. She was the National Managing Principal, Enterprise Technology Strategy & Innovation, for Grant Thornton LLP from 2017 to 2019 and served as the Senior Vice President and General Manager for MITRE Corporation in 2017. LaVerne was Assistant Secretary for the Office of Information & Technology and Chief Information Officer for the United States Department of Veterans Affairs from 2015 to 2017. She was the Chief Executive Officer of Council Advisory Services, LLC from 2012 through 2015. LaVerne has also held significant corporate leadership roles focused on supply chain, IT centralization and integration. She served as the Corporate Vice President and Global Chief Information Officer for Johnson & Johnson from 2006 through 2011. Before that, she served in several roles of increasing responsibility at DELL, Inc. from 2000 to 2006, including as the Global Vice President, Information Technology, Global Business Solutions, and Development Services. She received her Master of Business Administration from Illinois State University and her Bachelor of Business Administration in Computer Science from Western Illinois University. LaVerne also holds an honorary Doctorate of Business Administration from Drexel University.

 

 

Board/committee

membership

   2021 attendance    Other public company board memberships
  Board   

  

   CONMED Corporation   
  Audit   

  

   Concentrix Corporation     
  Total   

  

                 
  Securities held
(number and value)
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

 

Common shares

  

RSUs

  

DSUs

482

  

Options

  482         
     

  

   $52,480   

      $52,480    0.2x

 

 

LOGO

 

Michael E. Daniels

 

Age: 67

 

Hilton Head Island, South Carolina, United States

 

Director since 2014

 

Independent

 

Primary areas of expertise: international business, finance, operations, technology

 

2021 annual meeting votes for: 96.22%

     

Michael E. Daniels

 

Michael E. Daniels is a corporate director. In 2013, Mike retired as Senior Vice President and Group Executive IBM Services after 36 years with the company where he directed IBM’s consulting, systems integration, application management, cloud computing and outsourcing services around the globe. Mike also held a number of senior leadership positions in his career at IBM, including General Manager of Sales and Distribution Operations of the Americas as well as leading Global Services in the Asia Pacific region. Mike has a bachelor’s degree in political science from Holy Cross College.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    7 of 8    88%    SS&C Technologies Holdings, Inc.   
    Audit    6 of 8    75%    Johnson Controls International plc   
    Corporate Governance    4 of 5    80%          
    HR    6 of 6    100%          
    Risk    3 of 4    75%          
    Total    26 of 31    84%                  
      Securities held
(number and value)
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

2,924

  

RSUs

  

DSUs

32,296

  

Options

  35,220         
      $318,365   

   $3,516,388          $3,834,754    17.0x

 

 

 

Management Proxy Circular and Notice of Annual Meeting of Shareholders    Page 27


Table of Contents

 

 

LOGO

 

Kirk Koenigsbauer

 

Age: 54

 

Seattle, Washington, United States

 

Director since 2020

 

Independent

 

Primary areas of expertise: technology, operations, sales & marketing

 

2021 annual meeting votes for:

99.86%

     

Kirk Koenigsbauer

 

Kirk Koenigsbauer has been Chief Operating Officer & Corporate Vice President, Experiences and Devices Group at

Microsoft Corporation since February 2020. From December 2016 to February 2020, he was Corporate Vice President, Microsoft 365 and from July 2012 to November 2016, he was Corporate Vice President, Office Apps Engineering, at Microsoft. Prior to that, he was Corporate Vice President, Office Product Management at Microsoft from June 2002 to July 2012. Kirk worked at Amazon.com from 1998 to 2001 where he held the roles of General Manager, Software & Video

Games Stores and Director of Product Management, Auctions. Kirk also worked at Microsoft from 1992 to 1998 and as a consultant at Accenture from 1989 to 1991. Kirk has a bachelor’s degree from Colby College.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%      
    Audit    8 of 8    100%      
    Risk    4 of 4    100%          
    Total    20 of 20    100%                  
      Securities held
(number and value)
                    Total shares
and DSUs
 

Total market

value

   Ownership multiple
of annual retainer
   

Common shares

  

RSUs

  

DSUs

5,332

  

Options

  5,332         
        

   $580,548   

      $580,548    2.6x

 

 

LOGO

 

Deanna Oppenheimer

 

Age: 64

 

Seattle, Washington, United States

 

Director since 2020

 

Independent

 

Primary areas of expertise: operations, strategy, technology

 

2021 annual meeting votes for:

99.91%

     

Deanna Oppenheimer

 

Deanna Oppenheimer is the founder of CameoWorks, LLC, a global firm that advises leaders of early stage companies

and consultancies. Deanna founded CameoWorks in 2012. From 2005 to 2011, Deanna served in a number of roles at Barclays PLC, first as chief executive of UK Retail and Business Banking and then as vice chair of Global Retail Banking. From 1985 to 2005, Deanna served in a number of positions at Washington Mutual, Inc., with her last role as president of Consumer Banking. Deanna is also a non-executive director of Slalom and is the founder of BoardReady, a not-for-profit, collective group of diverse senior leaders dedicated to increasing corporate and board diversity. Deanna received a BA from the University of Puget Sound.

 

 

Board/committee

membership

   2021 attendance    Other public company board memberships1
  Board    8 of 8    100%    Hargreaves Lansdown plc   
  Audit    8 of 8    100%      
  Corporate Governance    4 of 4    100%          
  Total    20 of 20    100%                  
  Securities held
(number and value)
                

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

     

Common shares

  

RSUs

  

DSUs

3,133

  

Options

  3,133           
   

  

   $341,121          $341,121    1.5x
       

1  Deanna will become a non-executive director of InterContinental Hotels Group PLC on June 1, 2022 and will become non-executive chair of its board of directors on September 1, 2022.

 

 

 

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LOGO

 

Simon Paris

 

Age: 52

 

London, United Kingdom

 

Director since 2020

 

Independent

 

Primary areas of expertise: operations, strategy, technology

 

2021 annual meeting votes for: 99.92%

     

Simon Paris

 

Simon Paris is Chief Executive Officer of Finastra, a global financial technology (fintech) provider. He joined Finastra (previously Misys) as president in 2015 and also served as its Chief Sales Officer, before being appointed Deputy CEO in 2017 and CEO in 2018. Simon previously worked at SAP from 2007 to 2015, where he held a number of senior leadership positions. Simon was also previously a senior consultant with McKinsey & Company. He currently chairs the World Trade Board, an organization initiated by Finastra that is made up of global leaders, innovative thinkers, industry influencers and subject matter experts from the different corners of trade, finance and commerce. Simon holds a BA from the European Business School and an MBA from INSEAD.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%    Everbridge, Inc.   
    Audit    8 of 8    100%          
    Total    16 of 16    100%                  
      Securities held
(number and value)
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

  

RSUs

  

DSUs

3,133

  

Options

  3,133         
        

   $341,121   

      $341,121    1.5x

 

 

LOGO

 

Kim M. Rivera

 

Age: 53

 

Woodside, California, United States

 

Director since 2019

 

Independent

 

Primary areas of expertise: legal, strategy, technology, operations

 

2021 annual meeting votes for: 99.81%

     

Kim M. Rivera

 

Kim M. Rivera is the Chief Legal and Business Affairs Officer of OneTrust, a privacy, security and governance management software company. She was Special Advisor to the CEO of HP Inc. from February 2021 through December 2021. Prior to that, Kim was President, Strategy and Business Management and Chief Legal Officer at HP Inc. from January 2019 through January 2021. As President, Strategy and Business Management, she led corporate strategy and development, customer support, indirect procurement, real estate and workplace functions. In addition, Kim managed HP Inc.’s worldwide legal organization, including all aspects of legal and governmental affairs, brand security, compliance and ethics. She served as Chief Legal Officer and General Counsel of HP Inc. from November 2015 to January 2019. Prior to joining HP Inc., Kim was the Chief Legal Officer and Corporate Secretary for DaVita HealthCare Partners where she was employed from 2010 to 2015. Prior to that, she served as the Chief Compliance Officer and Head of International Legal Services at The Clorox Company; Chief Litigation Counsel for Rockwell Automation, as well as General Counsel for its Automation Controls and Information Group. Kim has a bachelor’s degree from Duke University and a Juris Doctor degree from Harvard Law School.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%    Cano Health Inc.   
    Audit    7 of 8    88%          
    Risk    4 of 4    100%                  
    Total    19 of 20    95%                  
      Securities held
(number and value)
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

  

RSUs

  

DSUs

6,389

  

Options

  6,389         
        

   $695,634   

      $695,634    3.1x

 

 

 

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LOGO

 

Barry Salzberg

 

Age: 68

 

New York, New York, United States

 

Director since 2015

 

Independent

 

Primary areas of expertise: accounting/audit, operations, international business

 

2021 annual meeting votes for: 98.68%

     

Barry Salzberg

 

Barry Salzberg is a corporate director. Barry served as the Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited from 2011 until his retirement in 2015. He joined Deloitte in 1977 and his roles included Chief Executive Officer and Managing Partner of the firm’s U.S. operations. Barry is Chairman of the board of directors of 10EQS and has previously served as a board member of New Profit, Inc. and previously served as Chairman of the United Way Worldwide, Chairman of the board of College Summit and Chairman of the board of the YMCA of Greater New York. From July 2015 until June 2018, he was a Professor at Columbia Business School. Barry has a BS in Accounting from Brooklyn College, a JD from Brooklyn Law School, and an LLM in Taxation from the New York University School of Law.

 

     

Board/committee

membership

   2021 attendance    Other public company board memberships
    Board    8 of 8    100%      
    Audit    8 of 8    100%      
    Corporate Governance    5 of 5    100%          
    Risk    4 of 4    100%          
    Total    25 of 25    100%                  
      Securities held
(number and value)
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

   

Common shares

  

RSUs

  

DSUs

24,462

  

Options

  24,462         
        

   $2,663,423          $2,663,423    11.8x

 

 

LOGO

 

Peter J. Thomson1

 

Age: 56

 

Toronto, Ontario, Canada

 

Director since 1995

 

Non-independent

 

Primary areas of expertise: international business, investment management, technology

 

2021 annual meeting votes for: 97.13%

     

Peter J. Thomson

 

Peter J. Thomson is a Chairman of Woodbridge, the Thomson family investment company. Peter is an active private equity investor and serves on the boards of several private companies. Peter has a BA from the University of Western Ontario.

 

 

Board/committee

membership

   2021 attendance    Other public company board memberships
  Board    8 of 8    100%      
  HR    6 of 6    100%          
  Total    14 of 14    100%                  
  Securities held
(number and value)2
                   

Total shares

and DSUs

 

Total market

value

  

Ownership multiple

of annual retainer

 

Common shares

  

RSUs

  

DSUs

13,573

  

Options

  13,573         
      

   $1,477,828   

      $1,477,828   
   

 

 

1  David Thomson and Peter Thomson, both of whom are nominees, are brothers.

2  David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge, our principal shareholder. For additional information, please see the “Principal Shareholder and Share Capital” section of this circular.

 

 

 

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Beth Wilson is proposed to be elected to the Board at the meeting and does not currently serve as a director of our company.

 

 

LOGO

 

Beth Wilson

 

Age: 53

 

Toronto, Ontario, Canada

 

Independent

 

Primary areas of expertise: tax and accounting and legal industries, audit, executive leadership

     

Beth Wilson

 

Beth Wilson has been Vice-Chair of the Chartered Professional Accountants of Canada since October 2021. She is the former Chief Executive Officer of Dentons Canada LLP and was a member of the global leadership team, serving on the Global Board and Global Management Committee from July 2017 to January 2022. Prior to this role, Beth was an audit partner at KPMG from 2000 to 2016 and served as Managing Partner at KPMG in the Greater Toronto Area from 2009 to 2016. Between 2005 and 2016, she also served as a member of KPMG’s Management Committee in various leadership positions, including Canadian Managing Partner Community Leadership, Canadian Managing Partner Regions and Enterprise with responsibility for 24 regional offices across Canada, and Chief Human Resources Officer. Beth is currently a trustee and Audit Committee Chair at The Hospital for Sick Children and a director at Woodgreen Foundation and Toronto CivicAction. Beth has a BComm from the University of Toronto and is a CPA.

 

Beth does not beneficially own any Thomson Reuters securities as of April 13, 2022.

 

Other public company board memberships1

 

IGM Financial Inc.

 

     

1  Beth has been nominated for election to the board of directors of Power Corporation of Canada at its annual meeting of shareholders to be held on May 12, 2022.

 

 

 

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Director Compensation and Share Ownership

Approach and Philosophy

Our approach and philosophy for director compensation is to:

 

·   

align the interests of our directors with those of our shareholders; and

 

·   

provide competitive compensation.

The compensation program for our directors considers:

 

·   

the size, scope and complexity of our organization;

 

·   

the time commitment, contributions and effort required of directors to serve on the Board and one or more Board committees, as applicable (including Board/committee meetings and travel to and from Board/committee meetings and site visits);

 

·   

the experience and skills of our directors;

 

·   

compensation levels for boards of directors of other large comparable U.S. and Canada-based multinational public companies in order for amounts paid to our directors to be competitive to attract new candidates and to retain existing directors;

 

·   

an increasing trend in U.S. and Canadian public company director compensation programs to require a combination of mandatory and optional equity components to further align directors’ interests with shareholders; and

 

·   

our desire to have a flat fee structure.

Our Corporate Governance Committee is responsible for periodically reviewing the adequacy and form of directors’ compensation. In November 2021, the Corporate Governance Committee decided to maintain current director compensation retainers for 2022.

In periodically benchmarking director compensation, the Corporate Governance Committee evaluates publicly available data related to director compensation paid by the same peer group of companies utilized by the HR Committee for executive compensation benchmarking purposes.

We do not grant stock options, restricted share units (RSUs) or bonuses to our non-management directors. In addition, we do not provide our non-management directors with retirement/pension benefits, healthcare coverage or perquisites.

 

 

As discussed later in this section, we require our directors to hold a minimum value of common shares and/or deferred share units (DSUs) and our director compensation program encourages directors to invest in our company beyond their minimum ownership requirements.

 

 

 

 

 

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Our directors have a mandatory equity component for their compensation. Approximately 88% of director compensation was paid in equity (DSUs or common shares) in 2021.

 

 

Components of Director Compensation

The table below sets forth the annual retainers that were payable to our non-management directors in 2021. Directors do not receive separate attendance or meeting fees. Chairs of the Board’s standing committees receive additional fees given their increased responsibilities and workloads. Additional information regarding the different components of our director compensation structure is provided following this table.

 

     2021 ($)

Non-management  directors1

   225,000 (75,000 of which was required to be paid in deferred share units, or DSUs)

Chairman of the Board

   600,000

Additional retainers

    

Deputy Chairman of the Board

   150,000 (paid in DSUs)

Lead Independent Director

   150,000 (paid in DSUs)

Committee chairs – Audit, Corporate
Governance, HR and Risk

   50,000 (paid in DSUs)

 

1

Directors other than the Chairman.

Retainers / Mandatory Equity Component

In 2021, we required a minimum of $75,000 of each non-management director’s $225,000 annual retainer to be paid in equity in the form of DSUs (payable quarterly). Our non-management directors then elect to receive the remaining $150,000 of their annual retainer in the form of DSUs, common shares or cash (or a mix thereof – payable quarterly).

DSUs

Each DSU has the same value as one common share, though DSUs do not have voting rights. DSUs are not performance-based units. If a director elects to receive DSUs, units representing the value of common shares are credited to the director’s account. DSUs accumulate additional units based on notional equivalents of dividends paid on our common shares. DSUs are fully vested upon grant, but they are only settled in common shares or, at the election of our company, in cash, following termination of the director’s Board service. Any common shares delivered to a director in connection with the settlement of DSUs are purchased in the open market.

Common Shares

If a director elects to receive common shares, the cash amount (net of withholding taxes) is provided to our broker who uses such amount to buy shares in the open market.

Committee Fees

Committee chair fees, which are payable entirely in DSUs, are reflected in the table above.

Chairman and Deputy Chairman Retainer

The Chairman’s annual retainer is $600,000. The Deputy Chairman’s annual retainer is $150,000, which is payable entirely in DSUs. The Deputy Chairman also receives the same $225,000 annual retainer paid to other non-management directors. Additional information about the Chairman and the Deputy Chairman is provided later in the “Corporate Governance Practices” section of this circular.

Lead Independent Director Retainer

The Lead Independent Director’s annual retainer is $150,000, which is payable entirely in DSUs. The Lead Independent Director also receives the same annual $225,000 retainer paid to other non-management directors. Additional information about the Lead Independent Director is provided later in the “Corporate Governance Practices” section of this circular.

 

 

 

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Table of Contents

Benchmarking Director Compensation

In setting 2021 director compensation, the Corporate Governance Committee evaluated publicly available data related to director compensation paid by the same global peer group of companies utilized by the HR Committee for executive compensation benchmarking purposes. In June 2021, the HR Committee approved updates to the global peer group. As part of this process, the HR Committee’s independent compensation consultant reviewed the peer group and identified potential changes that were intended to reflect Thomson Reuters’ evolving business strategy as it transitions from a content provider to a content-driven technology company.

In its most recent benchmarking review in November 2021, the Corporate Governance Committee reviewed director compensation at the following companies in Thomson Reuters’ global peer group for executive compensation purposes. As part of its review, the Corporate Governance Committee evaluated data for North American-based companies in the peer group as Thomson Reuters is headquartered in Canada and most of its directors reside in Canada or the United States. The Corporate Governance Committee also acknowledged that director compensation for U.S. companies is generally higher than Canadian companies.

 

Automatic Data Processing Inc.

CGI Group Inc.

eBay Inc.

Equifax Inc.

Experian Plc

Gartner Inc.

  

IHS Markit Ltd.

The Interpublic Group of Companies, Inc.

Intuit Inc.

Moody’s Corp.

Nielsen Holdings plc

Omnicom Group Inc.

  

RELX PLC

S&P Global Inc.

TransUnion

Verisk Analytics, Inc.

Wolters Kluwer NV

Total Director Compensation

The table below reflects compensation earned by our directors in 2021. Approximately 88% of 2021 director compensation was paid in DSUs. LaVerne Council was not a director during 2021.

As President and CEO of Thomson Reuters, Steve Hasker does not receive compensation for his service as a director. We discuss aspects of Steve Hasker’s compensation in the “Compensation Discussion and Analysis” section of this circular.

 

     Fees Earned ($)  
         

Director

   Cash      DSUs      Common Shares    All Other
Compensation ($)
     Total ($)  

David Thomson1

        600,000              600,000  

Kirk Arnold2

        275,000              275,000  

David W. Binet3

   150,000      225,000              375,000  

W. Edmund Clark, C.M.4

        275,000              275,000  

Michael E. Daniels5

        275,000              275,000  

Kirk Koenigsbauer

        225,000              225,000  

Deanna Oppenheimer

        225,000              225,000  

Vance K. Opperman6

        375,000              375,000  

Simon Paris

        225,000              225,000  

Kim M. Rivera

        225,000              225,000  

Barry Salzberg7

   150,000      125,000              275,000  

Peter J. Thomson

   150,000      75,000              225,000  

Wulf von Schimmelmann

        225,000              225,000  

Total

   450,000      3,350,000              3,800,000  

 

1   David Thomson’s compensation reflects fees for serving as Chairman.
2   Kirk Arnold’s compensation includes fees for serving as Chair of the Risk Committee.
3   David Binet’s compensation includes fees for serving as Deputy Chairman.
4   Ed Clark’s compensation includes fees for serving as Chair of the HR Committee.
5   Mike Daniels’ compensation includes fees for serving as Chair of the Corporate Governance Committee.
6   Vance Opperman’s compensation includes fees for serving as the Lead Independent Director.
7   Barry Salzberg’s compensation includes fees for serving as Chair of the Audit Committee.

 

 

 

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Stock Option and RSU Grants

Our non-management directors are not eligible to receive stock option grants and no non-management director currently holds any options. None of our non-management directors currently hold RSUs. Options and RSUs held by Steve Hasker are described later in the circular.

Share Ownership Guidelines

Directors are currently required to hold common shares and/or DSUs with a value equal to three times their annual retainer, which is currently $675,000. Directors are required to meet their ownership requirement within five years of the date of their initial appointment to the Thomson Reuters Board. Share prices of all public companies are subject to market volatility. As a result, director share ownership guidelines reflect a “once met, always met” standard. This means that if a director has met his or her applicable ownership guideline multiple and a subsequent decline in the Thomson Reuters share price causes the value of his or her ownership to fall below the applicable threshold, the director will be considered to be in compliance with the guidelines so long as he or she continues to hold the number of shares that were owned at the time when he or she achieved the guidelines.

Ownership of common shares and DSUs by our director nominees can be found in each nominee’s biography in this circular. David Thomson and Peter Thomson are substantial shareholders of our company as members of the family that owns the equity of Woodbridge. As of April 13, 2022, Woodbridge beneficially owned approximately 67% of our common shares. For more information, see the “Principal Shareholder and Share Capital” section of this circular. The following table shows each non-management director’s progress towards his or her share ownership guidelines. All ownership multiples and each director’s ownership are as of April 13, 2022.

 

   
Name    Ownership multiple of
annual retainer
   Progress towards guidelines

David Thomson

      , through Woodbridge’s ownership

Kirk E. Arnold

   3.3x   

David W. Binet

   144.5x   

W. Edmund Clark, C.M.

   33.1x   

LaVerne Council

   0.2x    Required by January 12, 2027; 8% towards goal

Michael E. Daniels

   17.0x   

Kirk Koenigsbauer

   2.6x    Required by March 4, 2025; 86% towards goal

Deanna Oppenheimer

   1.5x    Required by November 11, 2025; 51% towards goal

Vance K. Opperman

   96.7x   

Simon Paris

   1.5x    Required by November 11, 2025; 51% towards goal

Kim M. Rivera

   3.1x   

Barry Salzberg

   11.8x   

Peter J. Thomson

      , through Woodbridge’s ownership

Wulf von Schimmelmann

   21.7x   

Steve Hasker is subject to separate ownership guidelines as CEO of our company. For more information, see the “Compensation Discussion and Analysis” section of this circular.

Pensions

Non-management directors do not receive any pension benefits from our company. Steve Hasker’s 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. Our agreement with Steve Hasker regarding termination benefits is 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.

 

 

 

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Corporate Governance Practices

Our Board is committed to high standards of corporate governance and believes that sound corporate governance practices are essential to the well-being of our company and for the promotion and protection of our shareholders’ interests. 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.

As a public company with shares 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”.

 

 

HIGHLIGHTS

 

·   

Independence - A majority of our directors are independent and only one director (our CEO) is a member of management. All of the Board’s committees are comprised of a majority of independent directors. Our independent directors meet without management at each Board meeting;

 

·   

Separation of Chairman and CEO - The roles and responsibilities of the Chairman and the CEO are separate;

 

·   

Share ownership guidelines - Our directors and executive officers are required to maintain equity interests in our company;

 

·   

Risk oversight - We have a separate Risk Committee that helps oversee our enterprise risk management (ERM) program and other risks not overseen by the Board and its other committees;

 

·   

ESG oversight - ESG is overseen by our Board and its committees;

 

·   

Voting structure - We do not have dual class or subordinate voting structures;

 

·   

Code of Business Conduct and Ethics - Our directors and executive officers must comply with our Code and other corporate governance policies;

 

·   

Director orientation - We have an orientation program to onboard our new directors; and

 

·   

Independent advice - The Board and each of its committees have the ability to retain independent advisors.

 

 

Board Composition and Responsibilities

Governance Structure

The Board oversees our corporate governance structure, in part, through the work of the Corporate Governance Committee. Board practices are set out in Corporate Governance Guidelines, which the Corporate Governance Committee reviews annually. The Corporate Governance Guidelines deal with issues such as the Board’s duties and responsibilities, share ownership guidelines and conflicts of interest. In addition, each of the Board’s four standing committees (Audit, Corporate Governance, HR and Risk) has a charter. The charters are reviewed annually by the relevant committee and the Corporate Governance Committee.

 

 

The Board’s principal responsibilities include strategic planning, risk management, financial reporting, disclosure and corporate governance.

 

 

Our Code of Business Conduct and Ethics (Code) applies to our employees, directors and officers, including our CEO, CFO and Controller. Our employees, directors and officers are required to submit an acknowledgment that they have received and read a copy of the Code and understand their obligations to comply with the principles and policies outlined in it. The Corporate Governance Committee receives an annual report regarding the Code from the Chief Legal Officer.

 

 

 

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Board Size

The Board currently consists of 15 individuals and functions independently of management. The Board is currently comprised of 14 non-management directors and the CEO. Individual directors are proposed for election annually. We have proposed that 14 directors be nominated for election at the meeting, 13 of whom are currently directors. Each of the Board’s committees is discussed in more detail later in this circular.

 

LOGO

Key Responsibilities of the Board

The fundamental responsibility of the Board is to supervise the management of the business and affairs of Thomson Reuters. The table below highlights primary activities and topics from the Board’s 2021 work plan. Five of the Board’s meetings in 2021 were regularly scheduled and three special meetings were held during the year.

 

Meeting

   2021 Primary Activities/Topics

January

  

· Annual operating plan (which included the Change Program)

· Dividend policy

March

  

· Annual disclosure and corporate governance documents (annual report/financial statements and proxy circular)

· Financial update

· Change Program update

· Business segment competitive environment and M&A update

· Executive compensation

June

  

· Change Program update

· COVID-19 and return to office update

· Financial and capital strategy update

· Risk, Fraud and Compliance business update

September

  

· Change Program update

· Financial and capital strategy update

· Product strategy

· M&A update

· Corporate Venture Capital Fund

November

  

· Change Program Update

· COVID-19 update

· Financial update

· Customer Markets update

· Corporates segment update

· M&A Update

Each meeting

  

· In-camera meetings with the CEO only (typically at the start and end of each meeting)

·  In-camera meetings of non-management directors only

·  In-camera meetings of independent directors only

Periodically

  

· Strategic and management discussions related to individual businesses or sectors

· Reports from the Chairs of the Audit, Corporate Governance, HR and Risk Committees

· Enterprise risk management (ERM)

· Proposed significant acquisitions and dispositions

· Product updates

· COVID-19 updates

· Proposed capital markets transactions

· Competitive analysis

 

 

 

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Strategic Planning

The Board plays an important role in strategic planning and direction throughout the year.

In January, the Board meets with management to review, discuss and approve the final version of our annual operating plan, which is prepared by our CEO, CFO and other senior executives. The plan typically addresses:

 

·   

Opportunities

 

·   

Competitive position

 

·   

Business outlook

 

·   

Preliminary full-year financial results

 

·   

Financial projections for a three-year period

 

·   

Other key performance indicators

 

·   

Annual dividend and share repurchase program recommendations

 

·   

Risks

Throughout the year, the Board and management discuss our progress against the plan. In 2021, the Board focused its in-person meeting in September on corporate strategy. As part of this meeting, directors had an in-depth discussion about our company’s strategic plans with our CEO and CFO and other senior executives. Strategy discussions typically cover topics such as technology, the current condition of our business segments, future growth potential of our businesses and the key market segments that we serve, and how we are seeking to increase shareholder value.

The Board also discusses various strategic issues with management at other meetings during the year. For example, the Board discussed our capital strategy with the CFO in September. In addition, various presidents of our business segments provide updates to the Board at meetings during the year and those discussions typically address the segment’s current operations and strategic objectives.

Risk Oversight

Our management team is responsible for day-to-day risk identification and risk management. The Board is responsible for confirming that a system is in place to identify the principal risks facing Thomson Reuters and that appropriate procedures and systems are in place to monitor, mitigate and manage those risks.

The ERM process at our company is intended to:

 

·   

identify the most significant operational, strategic, reputational, financial and other risks in each of our business segments as well as for our corporate center, considering both the external environment as well as internal changes related to structure, strategy and processes;

 

·   

assess which of these risks individually or together with other identified risks could have a significant impact on Thomson Reuters as an enterprise if they were to materialize; and

 

·   

develop and implement action plans for the enterprise risks and reviewing them periodically at a corporate and Board level.

 

 

Our enterprise risk management (ERM) process is designed to enhance the identification and mitigation of risk throughout Thomson Reuters and assist the Board and its committees with oversight responsibility for risk management.

 

 

Each year, we conduct a risk assessment process. The ERM process owner conducts risk assessments throughout Thomson Reuters utilizing the prior year’s top identified risks and inputs from a Board survey (which is discussed below). Relevant businesses or functions then create their own lists of applicable top risks. These risk assessments and lists then roll up into the different businesses and functions within the company. The ERM process owner and the chairs of our management business risk committee, who track and monitor enterprise risks, utilize this information to create a proposed consolidated top enterprise risks list across Thomson Reuters. The management business risk committee is comprised of various Thomson Reuters senior leaders from Corporate functional departments and each business segment and is co-chaired by the Chief Legal Officer and Chief

 

 

 

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Operations and Technology Officer. This committee assesses the status of identified risks and reviews the adequacy of applicable mitigation plans, and then submits a list of proposed top enterprise risks to the CEO’s operating leadership network.

As part of the ERM process, directors are surveyed after the Board’s first meeting of the year in January. Directors are asked to consider certain risk factors and definitions of impact and likelihood related to the ERM process, in light of their own knowledge of our company and business experience. Directors then provide input for Thomson Reuters’ businesses and functions to consider in assessing enterprise risks for the year. Utilizing this information and an anonymized list of risks and input from the Board survey, the CEO’s operating leadership network then reviews and agrees upon the top enterprise risks to present to the Board’s Risk Committee for review, input and approval.

During the year, the management business risk committee also provides direction, prioritization, executive support and communication to others at the company involved in the ERM process. Executives responsible for specific risk mitigation periodically report to the management business risk committee, the Board’s Risk Committee, the full Board of Directors or other Board committees, as appropriate, during the year. For our business segments and functional departments, ERM is an ongoing process under continuous management review and ERM process owners are asked to keep their risk lists current and to provide updates on risk levels. We involve our Corporate Compliance and Audit department in the review of certain identified risks, as appropriate or upon request.

While the Board discusses various enterprise risks throughout the year with management, the Risk Committee is primarily responsible for overseeing management’s ERM process. The Audit Committee oversees overall risk assessment and risk management and focuses primarily on financial risks.

The HR Committee’s responsibilities include establishing, implementing and overseeing our compensation and talent policies and programs. We have designed our compensation programs to provide an appropriate balance of risk and reward in relation to the company’s overall business strategy and culture. Please see the “Compensation Discussion and Analysis” section of this circular for additional information regarding why we believe that our compensation programs do not incentivize our executives to take unnecessary or excessive risks.

The chairs of the Risk Committee, Audit Committee and HR Committee each report to the Board after their respective committee meetings.

The table below reflects principal oversight responsibilities for each of the 2021 enterprise risks listed.

 

       

Enterprise Risk

   Board of Directors    Risk Committee    HR Committee    Audit

Committee

Information security

               

Data governance (including privacy)

                 

Platform and product stability and resiliency

                 

Talent and culture

               

COVID-19 and return to office

               

Change Program

               

Competition, market and technology changes

                 

Geo-political environment

                 

Tax environment

                 

 

 

 

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Environmental, Social and Governance (ESG) Oversight

ESG is overseen by the Board and its committees. Management is responsible for updating the Board and its committees on ESG topics and assessing ESG-related risks. For more information about our ESG initiatives, please see the “ESG” section of this circular.

The following table sets forth the division of primary ESG oversight responsibilities between the Board and its committees.

 

 
     Primary ESG Oversight Responsibilities

Corporate Governance Committee

  

·   Overall ESG oversight and coordination amongst the Board’s four standing committees

·   Environmental matters

·   Governance matters

·   Board diversity and inclusion initiatives related to ESG

·   Stakeholder engagement related to ESG

·   Human rights risks/supply chain

·   Thomson Reuters Foundation

Board of Directors

  

·   Periodic updates regarding ESG strategy and alignment with Thomson Reuters’ long-term business strategy

·   Material ESG risks

Audit Committee

  

·   Overall reporting/disclosure processes related to ESG

·   Internal controls/procedures related to ESG

·   Finance initiatives related to ESG

HR Committee

  

·   Employee diversity and inclusion initiatives related to ESG

·   Compensation considerations related to ESG

·   Defined benefit/defined contribution plan considerations related to ESG

Risk Committee

  

·   ERM considerations related to ESG

·   AI and emerging technologies

·   Certain product/services risks and considerations related to ESG

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 chairing 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, Steve Hasker 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.

Deputy Chairman

David Binet is the Board’s Deputy Chairman. The Deputy Chairman works collaboratively with the Chairman and assists the Chairman in fulfilling his responsibilities. The Deputy Chairman also engages in regular dialogue with the Chairman, the CEO and the Lead Independent Director to reinforce our culture of good governance; serves as an ambassador for Thomson Reuters; and performs additional duties as may be delegated to him by the Chairman or the Board from time to time.

Lead Independent Director

Vance Opperman is the Board’s Lead Independent Director. Among other things, responsibilities of our Lead Independent Director include chairing meetings of the independent directors; in consultation with the Chairman, Deputy Chairman and CEO, approving meeting agendas for the Board; as requested, advising the CEO on the quality, quantity, appropriateness and timeliness of information sent by management to the Board; and being available for consultation with the other independent directors as required.

The independent directors plan to recommend a new Lead Independent Director for Board approval on June 8, 2022 in connection with Vance Opperman’s retirement from the Board and the election of directors at the annual meeting of shareholders.

 

 

 

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Position Descriptions

Position descriptions for the Chairman, the chair of each committee and the Lead Independent Director have been approved by the Board and help ensure the independent operations of the Board and its committees.

Meetings with and without the CEO/Management

At or near the beginning of each meeting, the Board has 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 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. Board committees also utilize “in-camera” meetings for discussions without the CEO or members of management present.

Meetings of Independent Directors

As part of each Board meeting, our independent directors meet as a group without the CEO and without the directors affiliated with Woodbridge. These meetings are chaired by the Lead Independent Director. The Lead Independent Director develops the agenda for these meetings, although discussion has not been limited to it. The agenda generally addresses any issues that might be specific to a public corporation with a controlling shareholder. The Lead Independent Director reports to the Chairman, Deputy Chairman and the CEO on the substance of these meetings to the extent that action is appropriate or required. Eight meetings of the independent directors took place in 2021 which were presided over by Vance Opperman.

Company Secretary

Thomas Kim, Chief Legal Officer, is also Company Secretary to the Board. Directors have access to the advice and services of the Company 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 may 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 may retain an outside independent professional advisor at the expense of our company subject to notifying the Corporate Governance Committee in advance.

The 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 on market survey data provided by a 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 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, HR Committee and Risk Committee, and oversees the committees’ fulfillment of their responsibilities. The responsibilities of each committee are described in more detail below.

 

 

 

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Director Attendance

The Board meets regularly in order to discharge its duties effectively. Directors are expected to attend all meetings of the Board including committee meetings, if applicable, and annual meetings of shareholders. The following table provides information about the number of Board and committee meetings in 2021.

 

     Number of Meetings

Board

   8

Audit Committee

   8

Corporate Governance Committee

   5

HR Committee

   6

Risk Committee

   4

Five of the Board’s eight meetings in 2021 were regularly scheduled. One of the Board’s regularly scheduled meetings was held in person and four were held virtually. The Board also held three special meetings in 2021, which were all held virtually.

The following table sets forth the attendance of our directors at Board and committee meetings in 2021. In 2021, attendance for these individuals at all Board and committee meetings was approximately 99% and approximately 91%, respectively. LaVerne Council was not a director during 2021.

 

    Meetings Attended
                 

Director

  Board   % Board
Attendance
  Audit
Committee
  Corp.

Governance
Committee

  HR
Committee
  Risk

Committee

  Committee
Total
  Total
Meetings
  Total%

David Thomson

  8 of 8   100%             8 of 8   100%

Steve Hasker

  8 of 8   100%             8 of 8   100%

Kirk Arnold

  8 of 8   100%     5 of 5   6 of 6   4 of 4   15 of 15   23 of 23   100%

David W. Binet

  8 of 8   100%     5 of 5   6 of 6   4 of 4   15 of 15   23 of 23   100%

W. Edmund Clark, C.M.

  8 of 8   100%     5 of 5   6 of 6     11 of 11   19 of 19   100%

Michael E. Daniels

  7 of 8   88%   6 of 8   4 of 5   6 of 6   3 of 4   19 of 23   26 of 31   84%

Kirk Koenigsbauer

  8 of 8   100%   8 of 8       4 of 4   12 of 12   20 of 20   100%

Deanna Oppenheimer

  8 of 8   100%   8 of 8   4 of 4       12 of 12   20 of 20   100%

Vance K. Opperman

  8 of 8   100%   8 of 8   5 of 5   6 of 6   4 of 4   23 of 23   31 of 31   100%

Simon Paris

  8 of 8   100%   8 of 8         8 of 8   16 of 16   100%

Kim M. Rivera

  8 of 8   100%   7 of 8       4 of 4   11 of 12   19 of 20   95%

Barry Salzberg

  8 of 8   100%   8 of 8   5 of 5     4 of 4   17 of 17   25 of 25   100%

Peter J. Thomson

  8 of 8   100%       6 of 6     6 of 6   14 of 14   100%

Wulf von Schimmelmann

  8 of 8   100%     5 of 5   6 of 6     11 of 11   19 of 19   100%

 

 

 

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Controlled Company

Our company is a “controlled company” as a result of Woodbridge’s ownership.

 

 

Thomson Reuters’ corporate governance practices include the following, which we believe are best practices for a Canadian public company with a controlling shareholder:

 

·   No members of the day-to-day Thomson Reuters executive leadership team are related to, or otherwise affiliated with, Woodbridge.

 

·   Woodbridge beneficially owns common shares that have one vote per share. Thomson Reuters has not issued a separate class of shares to Woodbridge with super-voting rights.

 

·   The Thomson Reuters Board of Directors is comprised of a majority of independent directors and the number of directors affiliated with Woodbridge is lower than the proportion of common shares controlled by it. Woodbridge’s beneficial ownership as of April 13, 2022 was approximately 67% of our common shares and its representatives on the Thomson Reuters Board will comprise approximately 29% of our directors if all 14 director nominees are elected at the meeting.

 

·   As David Thomson is the Chairman of the Board, we have a separate Lead Independent Director.

 

·   As part of each Board meeting, the independent directors meet separately without management or Woodbridge-affiliated directors present.

 

·   All committees are comprised of a majority of independent directors (other than the Audit Committee, which is 100% independent directors).

 

·   The Board has an effective and transparent process to deal with related party transactions or conflicts of interest between Thomson Reuters and Woodbridge or directors affiliated with Woodbridge. The Corporate Governance Committee of our Board utilizes a policy for considering related party transactions that may take place between our company and Woodbridge, with any committee members related to Woodbridge abstaining from voting. In addition, any transactions between Woodbridge and our company are subject to public disclosure and other requirements under applicable Canadian securities laws.

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.

Supplemental guidelines issued by the Canadian Coalition for Good Governance (CCGG) 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 David Binet, Ed Clark and Peter Thomson, who are not considered to be independent under applicable rules because of their affiliation with 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.

No directors affiliated with Woodbridge serve on our Audit Committee, which is required to have solely independent directors.

A majority of members of the Risk Committee are also independent.

 

 

 

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Board Committees

This section provides information about the Board’s four committees (Audit, Corporate Governance, HR and Risk), including each committee’s responsibilities, members and activities in 2021. Additional information about each committee is provided below. David Thomson (Chairman of the Board) and Steve Hasker (President and CEO) are not members of any of the Board’s committees. David Thomson regularly attends HR Committee meetings as a guest and Steve Hasker is regularly invited to attend all committee meetings in his capacity as President and CEO.

The following table sets forth the current membership of our four Board committees as of April 13, 2022. The Board plans to review and approve certain changes to the composition of its committees on June 8, 2022 in connection with the election of directors at the annual meeting of shareholders. Updated committee compositions will be available on our website as soon as practicable after the meeting.

 

     Committee Membership
       

Name of Director

   Audit    Corporate Governance    HR    Risk

Kirk E. Arnold

              (Chair)

David W. Binet

             

W. Edmund Clark, C.M.

           (Chair)     

LaVerne Council

                 

Michael E. Daniels

      (Chair)      

Kirk Koenigsbauer

               

Deanna Oppenheimer

               

Vance K. Opperman

           

Simon Paris

                 

Kim M. Rivera

               

Barry Salzberg

   (Chair)           

Peter Thomson

                 

Wulf von Schimmelmann

               

Total

   8    8    7    7

Each of the Board’s committees has a charter. The charters are reviewed annually by the relevant committee and the Corporate Governance Committee. These charters and a committee chair position description are publicly available at www.tr.com.

 

 

 

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Audit Committee

Responsibilities

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;

 

·   

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;

 

·   

the overall assessment and management of risk; and

 

·   

any additional matters delegated to the Audit Committee by the Board.

In the course of fulfilling its mandate, the Audit Committee focused on several topics in 2021, which are reflected in the work plan below.

 

  2021 Primary Audit Committee Activities

·   Review and discuss the company’s annual and quarterly consolidated financial statements and related MD&A;

·   Review and approve our earnings press releases which include financial results and financial outlooks;

·   Receive periodic updates regarding the company’s finance operations;

·   Receive periodic updates from our Corporate Compliance and Audit Department on the internal audit plan and process, internal control over financial reporting and fraud-related matters;

·   Receive periodic updates from senior management on financial risk topics such as tax, treasury and accounting;

·   Review the scope and plans for the audit of our company’s financial statements;

·   Review and approve the company’s non-audit services policy as well as certain non-audit services to be provided by PricewaterhouseCoopers LLP;

  

·   Review and approve fees to be paid to PricewaterhouseCoopers LLP for its services;

· Discuss with PricewaterhouseCoopers LLP:

·   its independence from Thomson Reuters (and receiving disclosures from PricewaterhouseCoopers LLP in this regard);

·   all critical accounting policies and practices used or to be used by Thomson Reuters;

·   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

·   all other matters required to be communicated under IFRS.

Financial Literacy

All members of the Audit Committee are financially literate in accordance with applicable Canadian and U.S. securities rules. Barry Salzberg qualifies as an “audit committee financial expert” (within the meaning of applicable SEC rules) and meets applicable tests for accounting or related financial management expertise within the meaning of NYSE listing standards.

 

 

 

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Audit Committee Members’ Education and Experience

The following summarizes the education and experience of each director nominee who is a member of the Audit Committee that is relevant to the performance of his or her responsibilities.

 

 
  Audit Committee Member    Education/Experience

Barry Salzberg (Chair)

  

·   Former Global Chief Executive Officer of Deloitte Touche Tohmatsu Limited

·   Former Professor at Columbia Business School

·   Degree in accounting from Brooklyn College, JD from Brooklyn Law School and LLM in Tax from New York University

LaVerne Council

  

·   MBA and bachelor’s degree in business administration

·   Member of CONMED Corporation and Concentrix Corporation boards of directors

Michael E. Daniels

  

·   More than 25 years of executive experience at IBM

·   Former member of the Tyco International Ltd. audit committee

·   Member of SS&C Technologies Holdings, Inc. and Johnson Controls International plc boards of directors

Kirk Koenigsbauer

  

·   More than 18 years of executive experience at Microsoft

·   Responsible for product planning, pricing, sales, marketing and ecosystem development for various Microsoft offerings

Deanna Oppenheimer

  

·   Former Vice Chair of Global Retail Banking of Barclays PLC

·   Former President of Consumer Banking of Washington Mutual, Inc.

·   Former member of AXA Global Insurance audit committee

·   Former member of NCR Corporation audit committee

Simon Paris

  

·   Chief Executive Officer of Finastra

·   Chair of the World Trade Board

Kim M. Rivera

  

·   Former President, Strategy and Business Management and Chief Legal Officer of HP Inc.

·   Supported audit committees of two publicly traded Fortune 500 companies

Financial Reporting

The Audit Committee meets to discuss and review our:

 

·   

annual and quarterly earnings releases; and

 

·   

annual and quarterly management’s discussion and analysis (MD&A) and related financial statements.

As is customary for a number of global multinational companies, the Board has delegated review and approval authority to the Audit Committee for our quarterly earnings releases, MD&A and financial statements. Following the Audit Committee’s recommendation, the full Board reviews and approves our annual MD&A and annual audited financial statements, as required by applicable law.

Prior to an Audit Committee meeting at which draft financial reporting documents will be discussed, a draft is distributed to the members of the Audit Committee for review and comment. The CFO and the Chief Accounting Officer 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 Chief Accounting Officer 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 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 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.

Based upon the reports and discussions described in this circular, 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 and related MD&A and their inclusion in our annual report for the year ended December 31, 2021.

 

 

 

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Independent Auditor

The Audit Committee is responsible for selecting, evaluating and recommending for nomination the independent auditor to be proposed for appointment or re-appointment. The Audit Committee recommended that PricewaterhouseCoopers LLP be re-appointed as our independent auditor to serve until our next meeting of shareholders in 2023 and that our Board submit this appointment to shareholders for approval at the 2022 annual meeting of shareholders. In connection with recommending PricewaterhouseCoopers LLP, the Audit Committee considered the firm’s provision of services to Thomson Reuters over the last year, including the performance of the lead audit engagement partner and the audit team. The Audit Committee also reviewed the appropriateness of PricewaterhouseCoopers LLP’s fees in relation to the size of Thomson Reuters and its global footprint. The Audit Committee continues to be satisfied with PricewaterhouseCoopers LLP’s performance and believes that its continued retention as independent auditor is in the best interests of Thomson Reuters and its shareholders.

Throughout the year, the Audit Committee evaluates and is directly responsible for our company’s relationship with PricewaterhouseCoopers LLP. The Audit Committee appoints PricewaterhouseCoopers LLP as our independent auditor after reviewing and approving its engagement letter. The Audit Committee also determines PricewaterhouseCoopers LLP’s fees.

The Audit Committee and representatives from PricewaterhouseCoopers LLP meet several times during the year. In 2021, representatives from PricewaterhouseCoopers LLP attended each Audit Committee meeting and met with the Audit Committee in separate sessions.

 

 

PricewaterhouseCoopers LLP is accountable to the Audit Committee and reports directly to the Audit Committee.

 

 

On an annual basis, before PricewaterhouseCoopers LLP issues its report on our company’s annual financial statements, the Audit Committee:

 

·   

Confirms that PricewaterhouseCoopers LLP has submitted a written statement describing all of its relationships with Thomson Reuters that, in PricewaterhouseCoopers LLP’s professional judgment, may reasonably be thought to bear on its independence;

 

·   

Discusses any disclosed relationships or services, including any non-audit services, that PricewaterhouseCoopers LLP has provided to Thomson Reuters that may affect its independence;

 

·   

Obtains written confirmation from PricewaterhouseCoopers LLP that it is independent with respect to Thomson Reuters within the meaning of the Rules of Professional Conduct adopted by the Ontario Institute of Chartered Accountants and the standards established by the Public Company Accounting Oversight Board; and

 

·   

Confirms that PricewaterhouseCoopers LLP has complied with applicable law with respect to the rotation of certain members of the audit engagement team for Thomson Reuters.

The Audit Committee has also adopted a policy regarding its pre-approval of all audit and permissible non-audit services provided to our company by PricewaterhouseCoopers LLP.

 

·   

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.

The Audit Committee’s charter allows the Audit Committee to delegate to one or more members the authority to evaluate and approve engagements in the event that the need arises for approval between Audit Committee meetings. Pursuant to this charter provision, the Audit Committee has delegated this authority to its Chair. 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, 2021, 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).

 

 

 

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Internal Audit and Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards. Our company has adopted the Committee of Sponsoring Organizations of the Treadway Commission guidance for implementing our internal control framework as part of compliance with the Sarbanes-Oxley Act and applicable Canadian securities law.

The Corporate Compliance and Audit department of our company, which performs an internal audit function, prepares and oversees the overall plan for our internal control over financial reporting.

Each year, Corporate Compliance and Audit identifies certain processes, entities and/or significant accounts to be within the scope of its internal control focus areas and testing for the year. In determining the proposed scope of its annual internal audit plan, the Corporate Compliance and Audit department identifies, assesses and prioritizes risk to Thomson Reuters and considers both quantitative and qualitative factors.

In the first quarter of 2021, Corporate Compliance and Audit presented an annual internal audit plan to the Audit Committee for its review and approval. The Head of Corporate Compliance and Audit met with the Chair of the Audit Committee to preview the internal audit and internal controls matters which were to be discussed at each Audit Committee meeting. The Head of Corporate Compliance and Audit then provided updates to the Audit Committee at meetings throughout the year. During the second half of 2021, the Corporate Compliance and Audit department tested applicable controls in order to achieve compliance with the required year-end evaluation of the effectiveness of the internal control system.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021. In March 2022, 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, 2021. 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 Head of the Corporate Compliance and Audit department reports directly to the Audit Committee (with a dotted line reporting relationship to our CFO).

 

 

Disclosure and Communications Controls and Procedures

We have adopted disclosure controls and procedures to ensure that all information required to be disclosed by us in reports and filings with Canadian and U.S. securities regulatory authorities and stock exchanges and other written and oral information that we publicly disclose is recorded, processed, summarized and reported accurately and within the time periods specified by rules and regulations of the securities regulatory authorities. These disclosure controls and procedures are also designed to ensure that this information is accumulated and communicated to management (including the CEO and CFO), as appropriate, to allow timely decisions regarding required disclosure. The Audit Committee receives an annual update from management regarding the adequacy and effectiveness of our disclosure controls and procedures, including the role and responsibilities of management’s disclosure committee.

As required by applicable Canadian and U.S. securities laws, our CEO and CFO provide certifications that they have reviewed our annual and quarterly reports, that the reports contain no untrue statements or omissions of material facts and that the reports fairly present our financial condition, results of operations and cash flows. In addition, the CEO and CFO make certifications regarding our disclosure controls and procedures and internal control over financial reporting. Our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2021.

Risk Assessment and Management

The Audit Committee continues to discuss Thomson Reuters’ guidelines and policies that govern the overall process by which risk assessment and risk management is undertaken at the company. As part of this oversight role, the Audit Committee periodically reviews reports from or meets with the Risk Committee regarding the company’s processes for assessing and managing risk. Risk topics not otherwise assigned to the Audit Committee or the HR Committee are overseen by the Risk Committee, and the Corporate Governance Committee oversees the division of responsibilities between the Board and its committees. As part of this division of responsibilities, the Audit Committee discusses the company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures. As part of its financial risk management oversight responsibilities,

 

 

 

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the Audit Committee met with management in 2021 to discuss treasury risk management and the external tax environment.

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 earlier in this circular.

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.

The following table provides an overview of the Corporate Governance Committee’s work plan for 2021.

 

  2021 Primary Corporate Governance Committee Activities

· Review size, composition and structure of the Board and its committees for effective decision-making, including new committee members

· Board succession planning (which includes Board diversity)

· Report from the Lead Independent Director on the results of his interviews with directors

· Assess director independence, financial literacy and audit committee financial expert status

· Nominate directors for the annual meeting

· Review director compensation and structure

· Review corporate governance disclosure for draft proxy circular and virtual AGM format

· Review corporate governance guidelines and committee charters

· Review committee composition and chairs

· Review external analysis of proxy circular and other shareholder group assessments

· Discuss the company’s approach to ESG

· Review compliance with Thomson Reuters Trust Principles

· Report on effectiveness of Thomson Reuters Code of Business Conduct and Ethics

· Review D&O insurance and indemnification

  

Periodically

· Review orientation and continuing education initiatives for directors

· Review position descriptions for Board

· Review related party transactions and conflicts of interest

· Monitor developments in corporate governance and recommend appropriate initiatives as part of overall approach to governance

· Consider agendas for meetings of independent directors

· Review Board and CEO expenses

· Review delegation of authority

· Review share ownership expectations and compliance

· Approve any waivers of Code of Business Conduct and Ethics

· Monitor relationships between senior management and the Board

· Be available as a forum for addressing the concerns of individual directors

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 retains a professional search firm to assist it in identifying and evaluating potential director candidates. Through its search firm, the Corporate Governance Committee maintains an evergreen list of potential director candidates.

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.

Diversity is among these other attributes as the Corporate Governance Committee believes that having a diverse Board enhances Board operations. While the Corporate Governance Committee focuses on finding the best qualified candidates for the Board, a nominee’s diversity may be considered favorably in his or her assessment. In 2020, our company’s Corporate Governance Guidelines were updated and currently reflect that for purposes of those guidelines, diversity includes business experience, thought, style, culture, gender, geographic background, race, visible minorities, national origin, Indigenous persons, religion, gender identity and expression, sexual orientation, disability, age and other personal characteristics.

 

 

 

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In identifying candidates for appointment, election or re-election, the Board and the Corporate Governance Committee specifically consider the level of representation of women on the Board. In 2021, the Corporate Governance Committee engaged a professional search firm to help identify and evaluate director candidates and advised the search firm that identifying women and other diverse candidates are some of the Board’s priorities (along with directors who have applicable background and leadership experience in the professional services industries in which our company operates). In 2021, the Corporate Governance Committee also discussed Board diversity as part of Board succession planning.

In April 2022, the Board formalized an objective that at least 30% of its members should be women. This was a goal that the Board had been working towards in previous years. The Board will meet this goal at the meeting on June 8, 2022 if all of the director nominees are elected. Five of the 14 director nominees proposed for election (approximately 36%) at this year’s meeting are women and two director nominees have self-identified as a visible minority. Thomson Reuters is also a member of the 30% Club Canada, which has a goal of at least 30% representation of women on all boards and in C-suites by 2022.

LaVerne Council – New Director Appointment Since the 2021 Annual Meeting of Shareholders

Since the 2021 annual meeting of shareholders, we have appointed one new director to our Board – LaVerne Council. LaVerne was initially identified by our search firm and subsequently met with David Thomson (Chairman), David Binet (Deputy Chairman), Vance Opperman (Lead Independent Director), Mike Daniels (Corporate Governance Committee Chair), Ed Clark (HR Committee Chair), Peter Thomson, Steve Hasker (CEO) and Thomas Kim (Chief Legal Officer and Company Secretary) in order to gauge her appropriateness for the Board, cultural fit with the existing collaborative character of the Board, and her interest in serving as a Thomson Reuters director.

In evaluating LaVerne’s profile, the Corporate Governance Committee put weight on her experience in information technology, business operations and transformational change at a time when Thomson Reuters is continuing to transition from a holding company to an operating company. The Board also felt that LaVerne’s global orientation and ability to merge strategic, operational and tactical initiatives to drive growth and innovation were formidable strengths.

In January 2022, the Corporate Governance Committee recommended to our Board that LaVerne be appointed effective as of January 12, 2022. As part of her appointment on that day, LaVerne joined the Board’s Audit Committee.

Beth Wilson – New Director Nominee for the 2022 Annual Meeting of Shareholders

Beth Wilson is proposed to be elected at the annual meeting of shareholders. Beth was initially identified by a current Thomson Reuters director and she subsequently met with our search firm as well as David Thomson (Chairman), David Binet (Deputy Chairman), Vance Opperman (Lead Independent Director), Mike Daniels (Corporate Governance Committee Chair), Ed Clark (HR Committee Chair), Barry Salzberg (Audit Committee Chair), Peter Thomson, Deanna Oppenheimer, Steve Hasker (CEO) and Thomas Kim (Chief Legal Officer and Company Secretary) in order to gauge her appropriateness for the Board, cultural fit with the existing collaborative character of the Board, and her interest in serving as a Thomson Reuters director.

In evaluating Beth’s profile, the Corporate Governance Committee put weight on her professional services experience in the tax and accounting and legal industries, including her current role as Vice-Chair of Canada’s CPA association. The Board also felt that Beth’s leadership roles at tax and accounting and law firms and her understanding of the global issues facing professionals in those industries were formidable strengths. If Beth is elected to the Board and appointed to the Audit Committee in the future, the Board also acknowledged that Beth would qualify as another audit committee financial expert.

Director Orientation

All new directors are provided with an orientation in connection with their election or appointment to the Board, which includes:

 

·   

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

 

·   

Meetings with the Chairman, Lead Independent Director, CEO, CFO and other executives.

The Board’s secure website, management reports and other means of communication also provide directors with information to ensure their knowledge and understanding of our business remain current.

Largely in connection with Board and committee 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.

 

 

 

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Continuing Education

The Corporate Governance Committee is responsible for confirming that procedures are in place and resources are made available to provide directors with appropriate continuing education opportunities.

Our directors are members of the National Association of Corporate Directors (NACD) and the company pays the cost of that membership. NACD membership provides directors with access to insights, analytics, courses and events.

To facilitate ongoing education, the directors are also entitled to attend external continuing education opportunities at the expense of Thomson Reuters.

As part of our continuing education programs for directors, we previously provided members of the Audit Committee with access to Thomson Reuters’ Checkpoint Learning business, which offers a series of self-directed, online courses and instructor-led webinars and seminars. Courses cover topics such as accounting, auditing, ethics, finance, tax and technology.

The following table summarizes some of the education sessions provided to our directors in 2021:

 

  Month

   Topic/Subject   Attendees    Presenter(s)

February

   Executive compensation risks   HR Committee    FW Cook (external compensation consultant)

March

   Legal and compliance update   Risk Committee    Thomson Reuters Chief Legal Officer and Chief Compliance Officer
     Disclosure controls and procedures update   Audit Committee    Thomson Reuters internal legal counsel

June

   Board best practices – diversity and inclusion   Corporate Governance Committee    External search firm

September

   Executive compensation trends and developments   HR Committee    FW Cook (external compensation consultant)

November

   Cybersecurity tabletop exercise   Board    External information security consultant and Thomson Reuters Chief Information Security Officer

Quarterly

   Tax updates   Audit Committee    Thomson Reuters Head of Tax

Quarterly

   Accounting updates   Audit Committee    Thomson Reuters Chief Accounting Officer

Site Visits

In 2021, the Corporate Governance Committee facilitated a visit by directors to the Thomson Reuters office in McLean, Virginia, where the company’s Government business is headquartered. The Board coordinates the timing of these site visits to coincide with regularly scheduled Board meetings. This allows the directors to participate in the site visit at the same time and then attend a Board meeting as part of one trip. The visits are designed to:

 

·   

Enable directors to update themselves on our key businesses, products and services;

 

·   

Provide an opportunity for directors to interact with key executives, high potential talent and customers; and

 

·   

Give a broader selection of current and future executives the opportunity to meet directors.

Feedback on this program from directors and location hosts has been positive and it is expected to continue in 2022.

Board Effectiveness Review

The Corporate Governance Committee periodically reviews the effectiveness of the Board, its committees and individual directors. The Lead Independent Director meets individually with each independent and non-independent director during the year. The Lead Independent Director subsequently provides an update to the Corporate Governance Committee regarding his discussions with individual directors. The Lead Independent Director most recently provided an update to the Corporate Governance Committee and the Board in March 2022.

From time to time, director questionnaires or surveys are sent to members of the Board to seek feedback and input on the Board’s and committees’ supervision of senior management, strategic planning, risk management, financial reporting, disclosure, governance as well as on the conduct and effectiveness of Board and committee meetings. Results from questionnaires/surveys are initially discussed with the Corporate Governance Committee and an update is provided to the Board.

Annually, the Board reviews its responsibilities by assessing our corporate governance guidelines and each committee of the Board performs an annual review of its charter. The Corporate Governance Committee also reviews various position descriptions on an annual basis.

 

 

 

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The Corporate Governance Committee believes that each director continues to be effective and that each director has demonstrated a commitment to his or her role on the Board and its committees. Based on the Corporate Governance Committee’s recommendations, the Board recommends that all of the director nominees be elected at the meeting to be held on June 8, 2022, as each of them is expected to bring valuable skills and experience to the Board and its committees.

Conflicts of Interest and Transactions Involving Directors or Officers

In the case of any potential or actual conflict of interest, each director is required to inform the Board and executive officers are required to inform the CEO. We also ask our directors and executive officers about potential or actual conflicts of interest in annual questionnaires. Our policies on conflicts of interest are reflected in our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and in supplemental guidance approved by the Board.

Unless otherwise expressly determined by the Board or relevant committee of the Board, a director who has a conflict of interest in a matter before the Board or such committee must not receive or review any written materials related to the conflict subject area, nor may the director attend any part of a meeting during which the matter is discussed or participate in any vote on the matter, except where the Board or the applicable committee has expressly determined that it is appropriate for him or her to do so.

If a director has a significant, ongoing and irreconcilable conflict, voluntary resignation from the Board or the conflicting interest may be appropriate or required.

 

Related Party Transactions Policy

Under our current related party transactions policy, the disinterested members of the Corporate Governance Committee or an independent body of the Board conducts a reasonable prior review and oversight of related party transactions for potential conflicts of interests and will only approve such a transaction if it is determined that the transaction is in the best interests of Thomson Reuters and its stakeholders.

If it is not possible to convene a meeting of the Corporate Governance Committee to review and approve any such transaction in advance, then the Chair of the Corporate Governance Committee will consider whether the related party transaction is appropriate and, if so, will approve it. Any such transaction will be subject to ratification by the Corporate Governance Committee at its next regularly scheduled meeting.

An “independent special committee” of the Board shall be established in connection with related party transactions when required pursuant to applicable Canadian law or otherwise determined to be advisable.

The company’s related party transactions policy includes various considerations for reviewing the relevant facts and circumstances of transactions and includes a set of related party transactions that are pre-approved for purposes of the policy.

A director who may not be considered independent for purposes of a related party transaction (e.g., a director, including any immediate family member, is a party to or has a potential conflict of interest in a proposed related party transaction, or has a material interest in any related party transaction or in a party to a related party transaction) is to disclose that fact and provide all material information concerning the transaction to the Chair of the Corporate Governance Committee and the Chief Legal Officer and Company Secretary as soon as they become aware. Any such director must not receive or review any written materials or correspondence related to the conflict subject area, nor attend any part of a meeting during which the matter is discussed or participate in any vote on the matter, except where the disinterested members of the Corporate Governance Committee have expressly determined that it is appropriate for him or her to do so.

All related party transactions that are required to be disclosed pursuant to Canadian law shall be disclosed in Thomson Reuters’ applicable filings with the Canadian securities regulatory authorities and/or the U.S. Securities and Exchange Commission.

For more information about related party transactions in the last two years, please see the management’s discussion and analysis (MD&A) section of our 2021 annual report.

 

 

 

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HR Committee

The HR Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

 

·   

the selection and retention of senior management;

 

·   

planning for the succession of senior management;

 

·   

talent and professional development for senior management;

 

·   

the compensation of the CEO and other senior management and assessment of compensation risk;

 

·   

human capital management;

 

·   

the management of pension and significant benefit plans for employees; and

 

·   

any additional matters delegated to the HR Committee by the Board.

The following table provides an overview of the HR Committee’s work plan for 2021.

 

  2021 Primary HR Committee Activities

·   Review target compensation for executive officers

·   Evaluate the performance of the CEO and review of the evaluations of other executive officers

·   Approve 2020 annual incentive award payouts

·   Approve 2021 annual and long-term incentive award design, the mix of cash and equity compensation, the allocation of equity-based awards, and performance goals

·   Discuss 2022 annual and long-term incentive award design

·   Approve compensation disclosure in the annual management proxy circular

  

·   Discuss human capital management matters such as diversity and inclusion initiatives, talent, organizational health and culture

·   Review succession planning

·   Review compensation program risk assessment

·   Review compensation trends and regulatory developments

·   Approve compensation peer group

·   Review equity share plan reserve analysis

·   Review “Say on pay” modeling

·   Review key global retirement plans

·   Review senior management’s share ownership guidelines

·   Review certain new senior executive hirings and terminations

The following is a brief summary of the experience of each director nominee who is a member of the HR Committee that is relevant to the performance of his or her responsibilities.

 

 
  HR Committee Member    Experience

W. Edmund Clark, C.M. (Chair)

  

·   Former Group President and Chief Executive Officer of TD Bank Group

·   Familiarity with global compensation standards

Kirk E. Arnold

  

·   Chair of Ingersoll Rand Inc. compensation committee

·   Member of Trane Technologies PLC human resources and compensation committee

·   Member of the Board of Directors of The Predictive Index, a private software company focused on human resource engagement tools and leadership practices

·   Senior Lecturer at MIT Sloan School of Management, including teaching a course on compensation strategies

·   Former Chief Executive Officer of Data Intensity, Inc., Keane, Inc. and NerveWire

David W. Binet

  

·   Former member of the Compensation Committee of CTV Globemedia

·   Secretary to the Thomson Reuters HR Committee for 12 years

Michael E. Daniels

  

·   Over 25 years of executive experience at IBM

·   Familiarity with global compensation standards

·   Chair of Johnson Controls International plc compensation committee

Peter J. Thomson

  

·   Chair of Woodbridge and familiar with compensation programs at many companies

·   Familiarity with global compensation standards

Compensation Planning

The HR Committee’s responsibilities include establishing, implementing and overseeing our compensation policies and programs. A detailed discussion of the HR Committee’s responsibilities in this area is provided in the “Compensation Discussion and Analysis” section of this circular.

CEO Performance Evaluation and Objectives Setting

The HR Committee assists the Board in setting objectives each year for the CEO. The HR Committee evaluates the performance of the CEO against these objectives at year end. The HR Committee reports to the full Board on the objectives for the forthcoming year and the performance against objectives in the preceding year. The HR Committee also maintains a written position description for the CEO.

 

 

 

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Human Capital Management

Our human capital practices and initiatives are designed to attract, motivate and retain high quality and talented employees across all of our businesses who feel valued, are provided with opportunities to grow, and are driven to succeed. We focus on a variety of human capital topics that apply to our workforce, such as compensation and benefits, culture and employee engagement, talent acquisition/development, and diversity and inclusion. Over the last few years, oversight of human capital management has also been a greater focus area for our Board of Directors.

In 2021, we did not experience any significant disruptions to our business as a result of COVID-19 and we continue to be fully operational. In 2021, most of our employees worked remotely from their homes, enabled by technology that allows them to collaborate with customers and each other. In April 2022, most of our employees around the world began to transition to hybrid working arrangements, splitting their time between working from home and the office. We believe that a hybrid model will provide the environment and resources to enable our teams and people to do their best work and grow. At the same time, we plan to maintain a focus on inclusive and equitable work and talent practices under this hybrid work arrangement, while also keeping in mind that many of our teams work across multiple locations and have colleagues who are fully remote. We continue to act and plan based on guidance from global health organizations, relevant governments and evolving best practices.

The HR Committee plays a key role in overseeing talent management and succession planning strategies, with strong leadership from our CEO and Chief People Officer. As such, the HR Committee is regularly updated on the leadership development, and engagement of our employees. The HR Committee also partners with the CEO and the Chief People Officer in reviewing succession and developmental plans for executive management, critical talent and succession risk metrics, progress made over the year and plans for the upcoming year. The Board and management also engage in detailed succession planning discussions for all senior roles, and the principles employed at the senior-most levels of the organization are embraced by management throughout the entire organization.

In 2021, the Board, HR Committee and management also had several talent and culture discussions related to our Change Program.

While we voluntarily publish numerous human capital-related metrics and data in our securities filings and on our website (notably in our social impact & ESG report), some metrics and data are not publicly disclosed due to competitive considerations.

 

 

For additional information regarding some of our human capital management initiatives,

please see the “ESG” section of this proxy circular.

 

 

We expect that human capital management will continue to be an important focus area in the future for management and the Board because it ensures solid stewardship of our organization, supports important societal objectives, and is key to ensuring strategic advantage in the marketplace.

Risk Committee

The Risk Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to:

 

·   

Thomson Reuters’ identification, assessment and management of enterprise risks, other than financial risks (which are overseen by the Audit Committee) or risks related to talent/employee matters (which are overseen by the HR Committee); and

 

·   

any additional matters delegated to the Risk Committee by the Board.

In 2021, the Risk Committee met with senior management to review the company’s controls and policies regarding risk assessment and risk management, including the steps and process taken to monitor and control risks. As part of this review, senior management presented an overview of its 2021 ERM process to the Risk Committee. The overview reflected key risks identified by management and a proposed calendar of future meetings for “deep dive” reviews and discussions about specific risks (at the Board or committee level). While the Risk Committee oversees and manages our company’s framework policies and procedures with respect to risk identification, assessment and management, it is the responsibility of our CEO and senior management to identify, assess and manage our company’s risks through the design, implementation and maintenance of our ERM program. The Risk Committee’s responsibilities include reviewing and approving the ERM framework on an annual basis.

 

 

 

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The following table provides an overview of the Risk Committee’s work plan for 2021.

 

  2021 Primary Risk Committee Activities

·   Approve top 2021 ERM risks

·   Discuss cybersecurity, data protection controls, business continuity/disaster recovery systems and other information security matters

·   Oversee Thomson Reuters’ Change Program and discuss key technology and other risks related to Thomson Reuters’ Change Program

·   Discuss key risks related to the company’s plans to move most of its hosting footprint from company-managed datacenters to the cloud

·   Discuss key risks and business matters related to the company’s Risk, Fraud and Compliance businesses

·   Discuss legal and regulatory compliance risks that are not overseen by the Audit Committee

·   Review cyber/network security insurance coverage

·   Approve 2022 ERM framework

  

Periodically

·    Table-top exercises on topics such as cybersecurity

·   “Deep dives” on selected risk topics

·   Discuss reputational risks, other than those related to compliance with the Thomson Reuters Trust Principles, which are overseen by the Corporate Governance Committee

 

Joint Audit Committee and Risk Committee Meetings

As part of the Board’s risk assessment and risk management oversight, the Audit Committee and the Risk Committee met jointly in March 2021 and September 2021 to discuss topics of interest to each committee. This meeting was held after one committee ended its own scheduled meeting, and prior to the start of the other committee’s own scheduled meeting. The joint committee meetings were co-chaired by Barry Salzberg (Audit Committee Chair) and Kirk Arnold (Risk Committee Chair).

The topics discussed by the joint committees were the following:

 

·   

Review of the 2021 internal audit work plan;

 

·   

Review of “Risk Factors” disclosure for the annual report and general review of the risk assessment process;

 

·   

Review of the company’s captive insurance program; and

 

·   

Data and analytics strategy.

 

 

 

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About Our Independent Auditor

 

 

HIGHLIGHTS

 

· 

We are proposing to re-appoint PricewaterhouseCoopers LLP (U.S.) as our independent auditor for another year until the 2023 annual meeting of shareholders.

 

 

The Board unanimously recommends that PricewaterhouseCoopers LLP (U.S.) be appointed as the auditor of our company, to hold office until the next annual meeting of shareholders. It is also recommended that the Board be authorized to fix the remuneration of PricewaterhouseCoopers LLP (U.S.).

The following table sets forth fees related to services rendered by PricewaterhouseCoopers LLP and its affiliates in 2021 and 2020.

 

  (in millions of U.S. dollars)

     2021        2020  

Audit fees

   $ 11.5      $ 11.9  

Audit-related fees

     1.3        1.3  

Tax fees

     2.5        3.3  

All other fees

            0.1  

Total

   $ 15.3      $ 16.6  

The following are descriptions of fees for services rendered by PricewaterhouseCoopers LLP in 2021 and 2020.

Audit Fees

These audit fees were for professional services rendered for the audits of consolidated financial statements, reviews of interim financial statements included in periodic reports, audits related to internal control over financial reporting, statutory audits and services that generally only the independent auditor can reasonably provide, such as comfort letters and consents. These services included French translations of our financial statements, MD&A and financial information included in our interim and annual filings and prospectuses and other offering documents.

Audit-related Fees

These audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the “audit fees” category above. These services included subsidiary carve-out audits, transaction due diligence, comfort letter procedures and issuances, other attestation engagements, licensing of technical research material, audits of various employee benefit plans and agreed-upon procedures principally related to executive compensation reporting.

Tax Fees

Tax fees were for tax compliance, tax advice and tax planning. These services included the preparation and review of corporate tax returns, assistance with tax audits and transfer pricing matters, advisory services relating to federal, state, provincial and international tax compliance, and restructurings, mergers and acquisitions and divestitures.

All Other Fees

Fees disclosed in the tables above under the item “all other fees” were for services other than the audit fees, audit-related fees and tax fees described above. These services include independent IT process reviews.

Pre-approval Policies and Procedures

Information regarding our policy regarding pre-approval of all audit and permissible non-audit services is set forth in the corporate governance disclosure included earlier in this circular.

 

 

 

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Stakeholder Engagement

 

 

HIGHLIGHTS

 

· 

We actively engage with our stakeholders throughout the year

 

· 

We welcome feedback and input from our stakeholders

 

 

Thomson Reuters actively engages with its stakeholders on a variety of topics, including:

 

·   

Financial performance

 

·   

Corporate/growth strategy

 

·   

Corporate governance

 

·   

Executive compensation

 

·   

Human capital management

 

·   

Diversity and inclusion

 

·   

Other ESG-related topics (as discussed further on the next page of this circular)

In 2021, stakeholder engagement was conducted by different leaders and groups across our company, including:

 

·   

Investor Relations

 

·   

Our CEO and CFO

 

·   

Our Chief Communications Officer

 

·   

Our Chief Legal Officer and Company Secretary

On a day-to-day basis, inquiries or other communications from stakeholders to management are answered by our Investor Relations and other Corporate departments or are referred to another appropriate person in our company.

Our earnings conference calls are broadcast live via webcast and are accessible to interested stakeholders, the media and members of the public.

In March 2021, our senior leadership team hosted a virtual Investor Day that included a series of presentations outlining our company’s Change Program and how the program is designed to transition Thomson Reuters from a holding company to an operating company, and from a content company to a content-driven technology company. Presentations given by senior executives at our Investor Day and other investor conferences are promptly made public in the “Investor Relations” section of our website. Some of our non-management directors have attended our Investor Day meetings with major shareholders and analysts.

At the annual meeting, shareholders are provided with an opportunity to ask questions to our Board, CEO, CFO and other members of senior management.

Our company also has meetings throughout the year with shareholders and other stakeholders, shareholder advocacy groups and financial analysts. In 2021, we received a shareholder proposal in connection with last year’s annual meeting of shareholders. We engaged with a representative of the shareholder proponent prior to the meeting to better understand and discuss their requests. We received a new proposal from the same shareholder for consideration at this year’s meeting. Following a constructive discussion with our company and based on our progress, ongoing work and commitments in this area, the shareholder agreed not to submit its proposal to a vote at this year’s meeting. Additional information is provided in Appendix B of this circular.

Shareholders and other stakeholders with questions about our company are encouraged to contact our Investor Relations department by e-mail at investor.relations@tr.com or by phone at 1.332.219.1046.

Shareholders and other interested parties may contact the Board or its non-management or independent directors as a group, or the directors who preside over their meetings, by e-mail at board@tr.com or by writing to them c/o Thomas Kim, Chief Legal Officer and Company Secretary, Thomson Reuters, 333 Bay Street, Suite 300, Toronto, Ontario, M5H 2R2, Canada.

 

 

 

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ESG

 

 

HIGHLIGHTS

 

· 

We manage our business for the long term and view programs that improve environmental, social and governance (ESG) through that lens

 

· 

We consider ESG one important mechanism for sustained value creation, reinforcing the underlying health of our company now and beyond the horizon

 

 

Our company is dedicated to serving institutions and businesses that keep the wheels of commerce turning, uphold justice and taxation systems, fight fraud, support law enforcement and report on world events with impartiality, as an important source of unbiased news globally. In these and many other ways, we aspire to strengthen the foundations of society in partnership with our customers.

We pursue ESG initiatives because they contribute to value creation for our customers, employees, shareholders and other stakeholders. The Board and its committees oversee different ESG-related areas that are of the greatest importance to the organization and our stakeholders to achieve our long-term strategic objectives. Ultimately, though, our ESG-related initiatives require employees who take on responsibility for them and are empowered to achieve them. Subject matter experts lead the work, and senior executives are accountable for embedding programs in the business, for maximum impact and duration.

We now have greater cohesion to our ESG-related workstreams, which include sustainability, diversity and inclusion, community relations and volunteerism. ESG factors are considered in our Enterprise Risk Management (ERM) processes. The work of the Thomson Reuters Foundation also contributes to our ongoing ESG efforts.

Thomson Reuters understands that ESG measures are important to our stakeholders and drive positive impact on global issues. Conducting business in a principled manner – and transparently disclosing relevant targets and metrics related to our ESG programs – will not only allow our stakeholders to be informed on our progress, but also encourage others to lead.

 

 

We post a social impact & ESG report annually on our website, www.tr.com/social-impact-report, which summarizes our strategy, includes stories of progress and tracks performance, tying our efforts to our business strategy and commercial expertise. The report highlights how we run our business with purpose, manage our sustainability goals, foster an inclusive workplace, and make a difference in communities through wider-ranging social impact programs pursuing access to justice, truth and transparency. We encourage you to review the social impact & ESG report to gain a better understanding of our accomplishments and practices in these areas.

 

We believe that by uniting our technical capabilities with those of our customers in these areas, we will drive the greatest change. We also believe in the power of collaboration with the international business community, so we are signatories of the United Nations Global Compact (UNGC), a non-binding U.N. pact to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies. We are actively partnering to advance the Sustainable Development Goals, particularly SDG 16 – Peace, Justice and Strong Institutions.

We are pleased to inform shareholders that Thomson Reuters has aligned with the United Nations Guiding Principles on Business and Human Rights (UNGPs), which augments our longstanding commitment to the UNGC, the U.N. Declaration on Human Rights and other international standards. The UNGPs are the global standard for preventing and addressing the risk of adverse impacts on human rights linked to business activity, and they provide the internationally accepted framework for enhancing standards and practices with regard to business and human rights.

We are in the process of completing a comprehensive global ESG materiality assessment and integrating the results with our enterprise risk frameworks. We are using “double materiality” as our lens – that means we’re looking at how material ESG topics affect our business and create or erode enterprise value as well as how material ESG risks and opportunities in our business could positively or negatively impact people, economies and the environment. This process is helping us identify and prioritize the ESG

 

 

 

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topics and issues that are most important and could affect our business and stakeholders, informing our strategy, targets, risk management and reporting. We have considered more than 280 possible material ESG topics, drawing from several frameworks, including the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB), the Sustainable Development Goals (SDGs) and others. We have engaged a leading consulting firm to help perform the ESG material assessment. We are taking a thorough approach, engaging internal and external experts and stakeholders as well as benchmarking ourselves against our peers and leading companies.

In addition, last year we initiated a company-wide human rights impact assessment of our global operations, products and services. This ongoing assessment work is examining potential impacts across stakeholder groups. The recommendations will help us evaluate how to address salient human rights issues. Our commitment to respecting human rights throughout our operations will continue to guide our work. Thomson Reuters has partnered with Article One, a specialized strategy consultancy with expertise in human rights and responsible innovation, to carry out this ongoing human rights impact assessment. We have also engaged outside legal counsel to assist us with part of our human rights impact assessment process. The methodology for this assessment work includes desk-based research, internal and external stakeholder interviews, and detailed analysis and discussions of the findings. This process also includes benchmarking ourselves against our peers and leading companies. As we are committed to the responsible use of our products, the assessment work includes, but is not limited to, a review of the human rights impacts of our investigative and research solutions. These solutions are used by authorized customers in the law enforcement, government, corporate and legal markets in the prevention of fraud and to help catch bad actors, keep communities safe and investigate crimes, such as money laundering, human trafficking, and drug and weapons smuggling.

Environmental Practices

Some of our environmental initiatives and accomplishments include the following:

 

·   

We are using 100% renewable energy for all our operations as of 2020 and we are working closely with our suppliers to drive lower emissions within our supply chain.

 

·   

We joined the Science Based Targets Initiative (SBTi) in 2020, aligning to the most ambitious 1.5-degree Celsius pathway. Thomson Reuters is among a leading group of approximately 1,200 companies globally to have done so.

 

·   

In 2020, we announced our commitment to targeting net-zero emissions by 2050. In 2021, we announced that we had reduced our greenhouse gas emissions by 93% as of the end of 2020 from our 2018 baseline and we are significantly ahead of our SBTi commitment. We will continue to measure and manage our own emissions and environmental impacts and continue to identify ways to further assess, monitor and improve our carbon footprint.

 

·   

We have decreased our carbon footprint by reducing the number of our office locations from 102 at the beginning of 2021 to 46 at the end of 2021. The ongoing COVID-19 pandemic has also resulted in less business travel and increased use of more virtual and collaboration tools by our employees. As many of our employees are expected to work in a hybrid arrangement in the future, we expect this will result in less emissions and a reduced environment impact. Our strategy to migrate 90% or more of our revenue to the cloud by 2023 should also help reduce our environmental footprint as we will be less reliant on company-managed data centers.

 

·   

Some of our content and other information products help our customers address climate change matters. For example, Practical Law includes a tracker covering key Biden Administration actions and initiatives on climate, energy and environmental issues and other resources related to climate change disclosures for U.S. public companies.

 

 

 

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Social Practices

Our values and culture

In 2021, we introduced new Thomson Reuters Mindsets & Behaviors that all employees are expected to live and demonstrate. Our Mindsets & Behaviors are expected to help us accomplish our most critical objectives and are based on strengths of our culture today as well as the best of what we are becoming.

 

 

LOGO

Thomson Reuters has a long history of being recognized as a leading employer. As we strive for continued progress, we appreciate being recognized for our work in this space, but we are acutely aware of the need to increase momentum. In 2021, our awards and recognitions included:

 

·   

America’s Best Employers For Diversity and Best Place for Working Parents (Dallas)

 

·   

Canada’s Best Employers, Great Place to Work, Canada and Greater Toronto’s Top Employers

 

·   

Comparably – Best Companies for Best Global Culture, Best Teams Product & Design, and Best Company Outlook

 

·   

Human Rights Campaign Best Places to Work for LGBTQ Equality and 100% score, Human Rights Campaign’s Corporate Equality Index

In all our work, we uphold the Thomson Reuters Trust Principles, including that of integrity, independence and freedom from bias.

Diversity and inclusion

Diversity and inclusion are an integral part of our values, guiding us in everything we do. As an organization with diverse businesses competing in the global marketplace, we understand that one of the most effective ways of meeting and exceeding the needs of our diverse customers and shareholders is to have a workforce that reflects diversity. We understand that systemic change starts within organizations and Thomson Reuters has long recognized the need for businesses to shift from conversations about diversity and inclusion to action and leadership accountability. In 2020, a year that brought intense focus on this subject, we extended our global diversity and inclusion strategy and redoubled efforts to embed this work in all we do, including setting clear representation goals for the company at the leadership level (director and above). We continued that focus in 2021 and we remain focused on increasing diverse talent representation in our senior leadership.

The following table sets forth our diverse talent representation in 2020 and 2021, as well as our 2022 goals:

 

  Goal

   2020    2021    2022 Goal

Women in senior leadership

   39%    41%    45%

Racially/ethnically diverse talent in senior leadership

   14%    16%    20%

Number of Black employees in senior leadership

   32       37       60   

Note – our racial/ethnically diverse representation and Black talent representation goals are only measured for the U.S. (including Puerto Rico), U.K., Canada, Brazil and South Africa.

Three of our current 11 executive officers (Elizabeth Beastrom – President, Tax & Accounting Professionals; Kirsty Roth – Chief Operations & Technology Officer; and Mary Alice Vuicic – Chief People Officer), or 27%, are women. We have not adopted a specific goal for women in executive officer positions beyond the related goal discussed above related to women in senior leadership.

 

 

 

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Our diversity and inclusion initiatives also include:

 

·   

Corporate partnerships and programs to attract and retain underrepresented talent;

 

·   

Sponsorship of over 70 business employee resource groups, which play a critical role in driving awareness, understanding of diverse backgrounds and execution against our diversity and inclusion strategy;

 

·   

Training programs and innovative learning opportunities, which includes a “Breaking Bias” program that we launched to all employees globally in 2021;

 

·   

Internal initiatives such as “Count Me In” to help build our diversity data and deepen our talent insights; and

 

·   

Expanded external reporting.

Health and wellbeing

The past two years have had a profound impact on all of us and our company has adjusted to new ways of working. The health and wellbeing of all of our employees is a priority of our leadership and we have put in place several initiatives related to mental, physical, financial and social wellbeing to support them.

We recently launched a new “Flex My Way” program, which is a supportive workplace policy that promotes work-life balance and improved flexibility. Policies include flexible and hybrid working, caregiver paid time off, increased bereavement leave and work from anywhere in your country of employment for up to eight weeks per year.

Our mental health resources include free access to an employee assistance program, a meditation app, mindfulness discussions, eLearning sessions, two annual Mental Health Days, mental health self-assessments and COVID-19 related resources. We are also signatories to the Mindful Business Charter, which was founded to rehumanize the workplace.

Our physical health resources include health risk assessments, nutrition and sleep guides. Financial wellbeing resources include an app to help employees achieve specific financial goals and manage finances, counseling resources, and Thomson Reuters University courses to help employees expand their knowledge.

Our social resources include the business resource groups mentioned above, mentoring programs, a digital platform that curates social learning and networking experiences for employees.

Community Involvement

At Thomson Reuters, we have a shared responsibility to do business in ways that respect, protect and benefit our customers, our employees, our communities and our environment. To support this corporate value, we encourage employee volunteerism, provide financial and in-kind donations and offer corporate matches for employee donations.

Thomson Reuters employees have personal and professional skills that can help our communities address their needs. Our employees, in turn, can become more knowledgeable about important social issues and develop a variety of relevant organizational skills through volunteer projects. In 2021, we provided 16 hours per employee of paid time off for volunteering (in-person and virtual). Our employees logged over 66,000 volunteer hours, despite the impact of the ongoing pandemic. We also provide an additional 20 hours of paid legal pro bono volunteer time per year to employees with law degrees and who meet other criteria.

We also provide some of our products and services free of charge to various not-for-profit organizations to support their initiatives. For example, Thomson Reuters has provided access to our CLEAR product to the National Center for Missing and Exploited Children since 2010. We also provide our Westlaw, Practical Law and HighQ products to various not-for-profit organizations.

The Thomson Reuters Foundation

Our corporate charitable foundation, the Thomson Reuters Foundation, works to advance media freedom, foster more inclusive economies and raise awareness of human rights issues. Through news, media development, free legal assistance and convening initiatives, the Foundation combines its unique media and legal services to drive change. Its mission is to inspire collective leadership, empowering free, fair and informed societies. The Foundation operates TrustLaw, the largest global pro bono network. Additional information on the Foundation can be found at www.trust.org.

Governance Practices

Our Board and its committees oversee ESG initiatives, as discussed in the “Corporate Governance Practices” section of this circular. The Corporate Governance Committee evaluates our ESG strategy and progress and is updated on a quarterly basis by our management. We remain committed to our values and ethics through our governance practices, which include our Code of Business Conduct and Ethics.

 

 

 

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Advisory Resolution on Executive Compensation (Say On Pay)

 

 

HIGHLIGHTS

 

· 

We are proposing a non-binding advisory “say on pay” resolution related to executive compensation.

 

· 

This is a recommended best practice of the Canadian Coalition for Good Governance (CCGG).

 

· 

We plan to continue holding this advisory vote on an annual basis.

 

 

Our overall philosophy regarding executive compensation is to pay for performance. We believe this drives our management team to achieve higher levels of results for the benefit of Thomson Reuters and our shareholders. In the “Compensation Discussion and Analysis” section of this circular, we explain our compensation principles, how we design our compensation program and why we pay each component of compensation.

As part of our dialogue with shareholders about our executive compensation programs, we are once again proposing a “say on pay” advisory resolution for this year’s meeting (as we have done since 2008). An identical resolution was approved by approximately 99% of the votes cast at last year’s annual meeting of shareholders. Over the last five years, an average of approximately 97% of votes have been cast “for” our “say on pay” advisory resolutions.

As this is an advisory resolution, the results will not be binding upon the Board. However, the Board will take voting results into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase its engagement with shareholders on compensation-related matters.

We will disclose the results of the shareholder advisory resolution as part of our report on voting results for the meeting.

Our “named executive officers” for purposes of the “Compensation Discussion and Analysis” section of this circular are our CEO (Steve Hasker), our CFO (Mike Eastwood) and the three other most highly compensated executive officers as of December 31, 2021 (Brian Peccarelli – Chief Operating Officer, Customer Markets; Kirsty Roth – Chief Operations and Technology Officer; and Michael Friedenberg – Former President, Reuters News).

Shareholders with questions about our compensation programs are encouraged to contact our Investor Relations department by e-mail at investor.relations@tr.com or by phone at 1.332.219.1046.

The Board unanimously recommends that you vote FOR the following resolution:

“RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation as described in the 2022 management proxy circular.”

 

 

 

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Compensation Discussion and Analysis

 

 

Table of Contents

 

     Page  

Executive Summary

     63  

Key 2022 Compensation Developments and Decisions

     66  

Our 2021 Compensation Program

     67  

Our Process for Designing and Determining Executive Compensation

     68  

Our Key Compensation Principles

     69  

Pay for performance is the foundation of our executive compensation program

     69  

Incentive performance goals are linked to key measures of our company’s performance and strategy

     70  

Our executives should accumulate and retain equity in our company to align their interests with our shareholders

     71  

We provide competitive compensation opportunities

     72  

Our compensation programs take risk into account and do not encourage unnecessary or excessive risk taking

     74