<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of MARCH 1999
-------------------------------------------------------
QUEBECOR PRINTING INC.
- -----------------------------------------------------------------------------
(Translation of Registrant's Name into English)
612 Saint-Jacques Street, Montreal, Quebec, Canada H3C 4M8
- -----------------------------------------------------------------------------
(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 X
------ ------
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
------ ------
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
QUEBECOR PRINTING INC.
FILED IN THIS FORM 6-K
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS (1999)
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[LOGO]
QUEBECOR
PRINTING INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Quebecor
Printing Inc. (the "Corporation") will be held in the Ballroom of the
Marriott Chateau Champlain Hotel, 1 Place du Canada, Montreal, Quebec,
Canada, on Tuesday April 27, 1999 at 10:00 a.m., for the following purposes:
1. to receive the Management's Report for the year ended December 31, 1998,
the consolidated financial statements for such period and the Auditors'
Report thereon;
2. to elect Directors;
3. to consider and, if deemed advisable, to adopt a resolution approving an
amendment to the Executive Stock Option Plan increasing the number of
Subordinate Voting Shares that can be issued pursuant to the Plan;
4. to appoint Auditors and authorize the Board of Directors to determine
their remuneration; and
5. to transact such other business as may properly be brought before the
Meeting.
Shareholders registered at the close of business on March 15, 1999 are
entitled to receive notice of the Meeting.
BY ORDER OF THE BOARD,
Philippe Montel
Vice President, Legal Affairs
and Secretary
Montreal, March 30, 1999
-------------------------
IMPORTANT
ANY SHAREHOLDER WHO EXPECTS TO BE UNABLE TO ATTEND THE MEETING IN PERSON IS
URGED TO COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE
POSTAGE-PAID ENVELOPE PROVIDED FOR THAT PURPOSE. To be valid, proxies must be
received at the Secretary's Office of the Corporation, 612 St. Jacques
Street, Montreal, Quebec, H3C 4M8, or c/o Desjardins Trust Inc., Corporate
Trust Services, 1 Complexe Desjardins, P.O. Box 34, Station Desjardins,
Montreal, Quebec, H5B 9Z9, no later than April 23, 1999, at 5:00 p.m.
-------------------------
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MANAGEMENT PROXY CIRCULAR
612 St. Jacques Street
Montreal, Quebec
H3C 4M8
SOLICITATION OF PROXIES
THIS MANAGEMENT PROXY CIRCULAR (THE "CIRCULAR") IS FURNISHED IN
CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF QUEBECOR PRINTING INC.
(THE "CORPORATION") OF PROXIES FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS
OF THE CORPORATION TO BE HELD ON TUESDAY, APRIL 27, 1999 (THE "MEETING") AT
THE TIME AND PLACE AND FOR THE PURPOSES MENTIONED IN THE NOTICE OF MEETING
AND AT ANY AND ALL ADJOURNMENTS THEREOF.
Except as otherwise indicated, the information contained herein is
given as at MARCH 2, 1999. All dollar amounts appearing in this Circular are
in Canadian dollars, except if another currency is specifically mentioned. On
March 2, 1999, the Bank of Canada quoted the exchange rate between the
Canadian dollar and the American dollar at CDN$ 1.52 for US $1.00 and the
exchange rate between the Canadian dollar and the French Franc at CDN $
0.2532 for 1 FF.
The proxies' solicitation is made primarily by mail. However,
officers and employees of the Corporation may solicit proxies directly, but
without additional compensation. In addition, the Corporation shall, upon
request, reimburse brokerage firms and other custodians for their reasonable
expenses in forwarding proxies and related material to beneficial owners of
shares of the Corporation. The cost of soliciting proxies shall be borne by
the Corporation. This cost is expected to be nominal.
APPOINTMENT OF PROXYHOLDERS
The persons named as proxyholders in the accompanying forms of proxy
are Directors and Officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO
APPOINT AS PROXYHOLDER A PERSON (WHO IS NOT REQUIRED TO BE A SHAREHOLDER)
OTHER THAN THE PERSONS WHOSE NAMES ARE PRINTED AS PROXYHOLDERS IN THE
ACCOMPANYING FORMS OF PROXY, BY STRIKING OUT SAID PRINTED NAMES AND INSERTING
THE NAME OF HIS CHOSEN PROXYHOLDER IN THE BLANK SPACE PROVIDED FOR THAT
PURPOSE IN THE FORM OF PROXY. THE COMPLETED PROXY SHALL BE DELIVERED TO THE
CORPORATION OR ITS TRANSFER AGENT, AS INDICATED IN THE ANNUAL SHAREHOLDERS'
MEETING NOTICE.
REVOCATION OF PROXIES
A Shareholder giving a proxy may revoke the proxy by instrument in
writing executed by the Shareholder or by his attorney authorized in writing
or, if the Shareholder is a corporation, by an instrument in writing executed
by an officer or attorney thereof duly authorized, at the Secretary's Office
of the Corporation, 612 St. Jacques Street, Montreal, Quebec, H3C 4M8, at any
time up to and including the last business day preceding the Meeting, or any
adjournment thereof at which the proxy is to be used, or with the Chairman of
such Meeting, on the day of the Meeting or any adjournment thereof.
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VOTING OF SHARES AT THE MEETING
The persons named in the enclosed proxy will vote the shares in
respect of which they are appointed in accordance with the instructions of
the Shareholder appointing them. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF THE PROPOSED DIRECTORS, FOR THE
APPROVAL OF THE RESOLUTION INCREASING THE NUMBER OF SUBORDINATE VOTING SHARES
THAT CAN BE ISSUED PURSUANT TO THE EXECUTIVE STOCK OPTION PLAN AND FOR THE
APPOINTMENT OF AUDITORS, THE WHOLE AS STATED UNDER THE APPLICABLE HEADINGS IN
THIS CIRCULAR.
THE ENCLOSED PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS
NAMED THEREIN WITH RESPECT TO ALL AMENDMENTS TO MATTERS IDENTIFIED IN THE
NOTICE OF MEETING AND TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE
MEETING. AT THE TIME OF PRINTING THIS CIRCULAR, THE MANAGEMENT OF THE
CORPORATION KNOWS OF NO SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS TO COME
BEFORE THE MEETING.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The shares of the Corporation giving the right to vote at the
Meeting are the Multiple Voting Shares and the Subordinate Voting Shares.
Each Multiple Voting Share carries the right to ten votes and each
Subordinate Voting Share carries the right to one vote. As of March 2, 1999,
there were 62,984,552 Multiple Voting Shares and 52,947,582 Subordinate
Voting Shares outstanding.
The holders of Multiple Voting Shares and the holders of Subordinate
Voting Shares whose names appear on the list of Shareholders prepared at the
close of business, on March 15, 1999 (the "Record Date") will be entitled to
vote at the Meeting and any adjournment thereof if present or represented by
proxy thereat. A transferee of Multiple Voting Shares or Subordinate Voting
Shares, as the case may be, acquired after the Record Date, is entitled to
vote those shares at the Meeting and at any adjournment thereof if he
produces properly endorsed share certificates for such shares or if he
otherwise establishes that he owns the shares and if he requires, not later
than ten days before the Meeting, that his name be included on the list of
Shareholders entitled to receive the Notice of Meeting, such list having been
prepared as at the Record Date.
To the knowledge of the Directors and Officers of the Corporation,
the only persons who beneficially owned or exercised control or direction
over more than 10% of the shares of any class of voting shares of the
Corporation, on March 2, 1999, are Quebecor Inc., 2745844 Canada Inc. and
Caisse de depot et placement du Quebec (((Caisse de depot))). Quebecor Inc.
holds 100% of the voting shares of 2745844 Canada Inc. Quebecor Inc. and its
wholly-owned subsidiary hold 56,211,277 Multiple Voting Shares, representing
89.25% of the Multiple Voting Shares outstanding and 82.32% of all the voting
rights attached to all the shares of the Corporation. Caisse de depot holds
6,773,275 Multiple Voting Shares, representing 10.75% of the Multiple Voting
Shares outstanding and 9.92% of all the voting rights attached to all the
shares of the Corporation.
The Shareholders' Agreement executed on April 10, 1992, between the
Corporation, Caisse de depot and Quebecor Inc. provides that, in the event of
a change of control of Quebecor Inc. (excluding a change of control resulting
from a transfer or alienation, at any time whatsoever, in favour of the
descendants of the late Pierre Peladeau) prior to February 28, 2000, Caisse
de depot shall have, at its option, for a period of 30 days following written
notification of the change of control, the right to require that a stock
brokerage firm be commissioned for a period of six months by Quebecor Inc.
and Caisse de depot jointly to act as financial intermediary for purposes of
the sale by Quebecor Inc. of the said shares, which Quebecor Inc. holds in
the Corporation's capital, and Caisse de depot shall have the right, in such
circumstances, (a) to purchase or cause a nominee to purchase said shares
held by
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Quebecor Inc. at the price offered therefore by a third party, (b) to sell
its equity shares of the Corporation to such third party or, (c) in the event
there is no such offer, to sell to Quebecor Inc. all of its equity shares at
the fair market value thereof or to purchase from Quebecor Inc. all said
shares at the fair market value thereof.
The parties at the Shareholder's Agreement have agreed to vote their
shares so as to designate as their representatives on the Board of Directors
and the Committees of the Board of Directors of the Corporation and of its
major subsidiaries, a number of members of the Corporation's Board of
Directors proportionate to their equity position and, as long as Caisse de
depot holds at least 5% of all the issued and outstanding shares, it will be
entitled to at least two representatives on the Corporation's Board of
Directors.
MANAGEMENT'S REPORT AND FINANCIAL STATEMENTS
The Management's Report, the consolidated financial statements and
the Auditors' Report thereon, for the year ended December 31, 1998, included
in the Corporation's 1998 Annual Report, will be submitted to the
Shareholders at the Meeting, but no vote with respect thereto is required nor
will be taken.
ELECTION OF DIRECTORS
The articles of the Corporation provide that the Board of Directors
shall consist of no fewer than three and no more than fifteen Directors.
While the Directors are elected annually at the Annual Shareholders' Meeting,
the amended Articles of the Corporation authorize the Corporation to appoint
a limited number of new Directors between Annual Shareholder's Meetings, as
provided under the CANADA BUSINESS CORPORATIONS ACT. It is proposed by the
Management of the Corporation that ten Directors be elected for the current
year. The term of office of each Director so elected expires upon the
election of his successor unless he shall resign his office or his office
shall become vacant by death, removal or other cause. A vacancy occurred on
the Board of Directors during its mandate following the resignation of Ms.
Louise B. Leonard. In addition, The Right Honorable Brian Mulroney, a
Director since 1997, will not seek reelection this year. He will, however, be
a nominee as Director of Quebecor Inc.
All the persons nominated for election, to the exception of Mrs.
Eileen A. Mercier and Mr. Robert Normand whose nominations as Director are
hereby submitted, are currently Directors of the Corporation.
EXCEPT WHERE AUTHORITY TO VOTE ON THE ELECTION OF DIRECTORS IS
WITHHELD, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE FOR
THE ELECTION OF THE TEN NOMINEES WHOSE NAMES ARE HEREINAFTER SET FORTH. THE
MANAGEMENT OF THE CORPORATION DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES
WILL BE UNABLE, OR FOR ANY REASON WILL BECOME UNWILLING, TO SERVE AS A
DIRECTOR BUT, IF THAT SHOULD OCCUR PRIOR TO THE ELECTION, THE PERSONS NAMED
IN THE ACCOMPANYING FORM OF PROXY RESERVE THE RIGHT TO VOTE FOR ANOTHER
NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED THAT HIS
SHARES ARE TO BE WITHHELD FROM VOTING ON THE ELECTION OF DIRECTORS.
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The following table sets forth certain information in respect of the
nominees as Directors. Statements contained in this table with respect to
each nominee are based upon information obtained from the person concerned.
<TABLE>
<CAPTION>
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
NAME PRINCIPAL POSITION AND HAS SERVED NUMBER OF SHARES
OTHER INFORMATION AS DIRECTOR HELD BENEFICIALLY OR
SINCE CONTROLLED DIRECTLY
OR INDIRECTLY
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
<S> <C> <C> <C>
President and Chief Executive Officer, Quebecor
Charles G. Cavell Printing Inc. and Chairman of the Board, Sun Media 1989 235(1)
Corporation (Newspapers publishing company)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Vice President and Chief Financial Officer, C-MAC
Robert Coallier Industries Inc. (Parent company of a multinational 1991 --
industrial group in the field of state-of-the-art
microelectronics)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Marcello A. De Giorgis Corporate Director 1992 --
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Raymond Lemay * Corporate Director 1989 1,000 Subordinate
Voting Shares(2)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Eileen A. Mercier ** President, Finvoy Management Inc. (Management -- --
consulting firm)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Chairman of the Board, Quebecor Printing Inc. and
Jean Neveu President and Chief Executive Officer, Quebecor 1989 1,800 Subordinate
Inc. (Communications holding company) Voting Shares(3)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Robert Normand *** Corporate Director -- --
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Chairman of the Board, Quebecor
Erik Peladeau Communications Inc. (Communications
company) and Vice Chairman, Sun Media Corporation 1989 (4)(5)
(Newspapers publishing company)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Executive Vice President and Chief Operating
Pierre Karl Peladeau Officer, Quebecor Printing Inc., Vice Chairman of
the Board of Quebecor Inc. (Communications holding 1989 (5)
company), of Donohue Inc. (Forest products company)
and of Sun Media Corporation (Newspapers publishing
company)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
Executive Vice President and Chief Financial
Alain Rheaume Officer and Treasurer, Microcell Telecommunications 1997 --
Inc. (Personal communications services company)
- ----------------------------- ----------------------------------------------------- ----------- ---------------------
</TABLE>
(1) Mr. Charles G. Cavell also holds 6,000 Class B Subordinate Voting
Shares of Quebecor Inc.
(2) Mr. Raymond Lemay also holds 1,000 Class A Multiple Voting Shares of
Quebecor Inc.
(3) Mr. Jean Neveu also holds 65,614 Class B Subordinate Voting Shares of
Quebecor Inc.
(4) Mr. Erik Peladeau holds, directly or indirectly 5,340 Class B
Subordinate Voting Shares of Quebecor Inc.
(5) Les Placements Peladeau inc., a corporation held, directly or
indirectly by the estate of Pierre Peladeau and members of the
immediate family of the late Pierre Peladeau (including his sons Mr.
Erik Peladeau and Mr. Pierre Karl Peladeau), has voting control of
Quebecor Inc. See "Voting shares and principal holders thereof".
* Mr. Raymond Lemay was until January 8, 1999, Executive Vice President
of Quebecor Inc.
** Ms. Eileen A. Mercier has held her current position since 1995. Prior
to this, she had occupied the position of Senior Vice-President and
Chief Financial Officer with Abitibi Price Inc.
*** Mr. Robert Normand was until June 1, 1997, Vice President, Finances of
Gaz Metropolitain.
PAGE 7 OF 22
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None of the above-mentioned nominees as Directors holds shares of
subsidiaries of the Corporation, except Mr. Erik Peladeau who owns one share
of Graficas Monte Alban, S.A. de C.V. in order to comply with the
requirements of Mexican laws. Messrs. Jean Neveu, Charles G. Cavell and
Pierre Karl Peladeau each hold one share of Imprimeries Quebecor Europe,
S.A., Imprimeries Quebecor Paris, S.A., Imprimerie Alsacienne
Didier-Quebecor, S.A., Imprimeries Didier-Quebecor, S.A., Heliogravure
Didier-Quebecor, S.A., Holding Imprimeries Quebecor-Fecomme, S.A. and
Imprimeries Fecomme-Quebecor, S.A., in order to comply with the requirements
of French laws. For the same reason, Mr. Pierre Karl Peladeau holds one share
of the following corporations: Interval, S.A., Torcy Quebecor, S.A., Brochage
Routage Quebecor, S.A., Imprimerie Blois Quebecor, S.A., Printor Direct,
S.A., La Loupe Quebecor, S.A., Inter Routage, S.A., Francor S.A. and Quebecor
Numeric S.A. For the same reason, Mr. Jean Neveu holds one share of Francor,
S.A.
BOARD OF DIRECTORS AND COMMITTEES
During the last fiscal year, the Board of Directors held eight
meetings. The Board has established an Executive Committee, an Audit
Committee, a Compensation Committee and a Pension Committee.
The Executive Committee is composed of Messrs. Jean Neveu
(Chairman), Charles G. Cavell, Raymond Lemay, Erik Peladeau, Pierre Karl
Peladeau and Alain Rheaume. It exercises all the powers of the Board of
Directors in respect of the management and direction of the business and
affairs of the Corporation, subject to certain restrictions under applicable
laws. The Executive Committee met thirteen times during the past fiscal year.
The Audit Committee is composed of Messrs. Robert Coallier
(Chairman), Marcello A. De Giorgis and Raymond Lemay. It reviews the
Corporation's annual and quarterly financial statements, monitors the audit
services rendered by the Corporation's independent auditors and reviews their
recommendations and Management's efforts to follow-up on same, and ensures
that the Corporation has established adequate financial and accounting
control mechanisms. The Audit Committee held four meetings during the past
fiscal year.
The Compensation Committee is composed of Messrs. Raymond Lemay
(Chairman), the Right Honorable Brian Mulroney, Jean Neveu and Erik Peladeau.
Messrs. Jean Neveu and Erik Peladeau are also members of the Compensation
Committee of Quebecor Inc. The Compensation Committee is responsible for the
establishment of the general compensation policies pertaining to wages,
bonuses and any other form of compensation for all the employees of the
Corporation. It establishes the compensation of the senior executives of the
Corporation and administers the Executive Stock Option Plan. In addition, it
approves the payment of bonuses to officers who have met or exceeded the
requirements of the Corporation budgetary forecasts. This Committee
periodically reports on its activities to the Corporation's Board of
Directors. The Compensation Committee met four times during the last fiscal
year.
The Pension Committee is composed, at the present time, of Mr.
Charles G. Cavell (Chairman), Mr. Jean Neveu (by interim) and Mr. Raymond
Lemay. This Committee reviews the policies proposed by the Corporation's
Pension Funds Managers and the performance of such funds. The Pension
Committee also receives and examines the annual reports tabled by the
Corporation's various pension committees (Canadian, American or other),
participates in the selection of suitable fund managers and reviews the
recommendations of said committees. The Pension Committee then submits the
appropriate recommendations to the Executive Committee or to the Board of
Directors. The Pension Committee met two times during the past fiscal year.
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CORPORATE GOVERNANCE DISCLOSURE
The Corporation's Board of Directors and Management consider good
corporate governance practices as a key factor in the overall success of the
Corporation. With regard to The Montreal Exchange's policy on this matter and
to the similar guidelines issued by The Toronto Stock Exchange, the following
is a summary outlining the Corporation's corporate governance practices.
The mandate of the Board of Directors of the Corporation is to
assume the stewardship of its overall administration and of the management of
its operations. Every year the Corporation's senior management prepares a
strategic plan and submits the details of same to the Board of Directors. The
general objectives to be achieved by the President and Chief Executive
Officer of the Corporation are established in accordance with this strategic
plan. As stated in the Corporation's annual reports to date, the strategic
planning process has been thoroughly carried out, and the members of the
Board are satisfied with the Corporation's progress and results.
The Board of Directors, working with the Corporation's senior
management, is also responsible for the identification of the principal risks
of the Corporation's business activities and for ensuring the proper
management of such risks. For example, the Corporation has established a
department to oversee environment-related issues. This department submits to
the Board of Directors a quarterly, detailed environmental report prepared by
its Environmental Committee. Although this Committee is not a committee of
the Board of Directors, its purpose is to ensure the Corporation's
company-wide compliance with all environmental laws and requirements. Board
members are thus given the opportunity to assess the Corporation's proactive
efforts in dealing with environmental issues. The Corporation has also
adopted a Code of Business Conduct, under the responsibility of the President
and Chief Executive Officer, the Vice President Human Resources, and the Vice
President Legal Affairs and Secretary. Every new employee of the Corporation
must become familiar with the Code of Business Conduct and agree to abide by
its provisions.
The Board of Directors has also appointed a Compensation Committee,
responsible for the establishment of the general policies with respect to
compensation, and which oversees the Corporation's succession planning. The
Board of Directors appoints the Corporation's senior officers upon the
recommendation of the President and Chief Executive Officer.
The Corporation believes it is senior management's responsibility to
issue statements on behalf of the Corporation, in matters relating to
communications with investors. In order to provide information to its
shareholders and the financial community at large, the Corporation has set up
a team responsible for investor relations and corporate communications.
The Board of Directors has also appointed an Audit Committee,
responsible for ensuring the integrity of the Corporation's internal audit
process and of the Corporation's information management systems. One of the
objectives of this committee is to assist the Corporation's Directors in duly
executing their duties and responsibilities, notably those relating to their
financial accountability. The Audit Committee, the majority of whose members
are unrelated directors, is also responsible for the reinforcement of the
role of unrelated directors, by fostering in-depth discussions between the
Directors, the members of the Audit Committee, management and the
Corporation's external and internal auditors, ensuring the discussion and the
resolution of questions, if any, pertaining to the presentation of financial
information.
The Articles of the Corporation provide for a maximum of fifteen
Directors. The Board of Directors is actually composed of nine Directors
(plus one recent vacancy), five of whom are outside and unrelated directors.
In determining unrelated directors, the Board of Directors has retained those
who are not officers of the Corporation or of any of its subsidiaries, who
are free from any relationship with the significant shareholder, and who are
free of any business relationship which
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could materially interfere with their ability to act with a view to the best
interest of the Corporation. The Corporation has a significant shareholder,
holding over 50% of voting rights for the election of the members of the
Board of Directors. The Corporation is of the opinion that the composition of
its Board of Directors fairly reflects the voting rights of the minority
shareholders of the Corporation. The Corporation also considers the size of
its Board of Directors allows it to operate in an efficient manner.
The By-laws of the Corporation provide that the Board of Directors
may delegate to any of its Board committees, any power that the Board may
exercise, save those powers any Board committee is prohibited from exercising
by law. Accordingly, the current affairs of the Corporation are managed by
the Executive Committee, composed of six Directors, a majority of whom are
related directors. The Audit Committee is composed of a majority of unrelated
directors. The Pension Committee whose mandate is to review the policies
proposed by the Corporation's Pension Funds Managers as well as the
performance of said funds is composed of a majority of related directors, as
is also the case for the Compensation Committee. Details of the mandate and
composition of these Committees are outlined under section "Board of
Directors and Committees".
Presently the Corporation has not established a Committee with the
responsibility of recruiting new nominees to the Board. However, the Chairman
of the Board solicits, as need be, the advice of others on new nominees to
the Board and assesses same with the input of certain other members of the
Board.
The Corporation considers that its Board of Directors is energetic,
experienced and involved, and that it closely monitors the Corporation's
development and its performance for the benefit of all its shareholders. In
order to make the members of the Board more familiar with the Corporation's
business activities and principal operations managers, the Board has held
meetings over the past years at its printing facilities located in Edmonton,
Toronto and Ottawa, Canada, and in Clarksville, Tennessee, United States. In
addition, presentations are made before the Board regarding certain company
activities. The Corporation has also prepared a guide containing information
regarding the company; the guide is updated every year and distributed to
Board members.
Every member of the Board, with the exception of two directors who
are also officers of the Corporation, is entitled to a base remuneration and
attendance fees. The compensation received by Directors is reviewed on an
annual basis.
The general responsibility for corporate governance has not been
assigned to a committee of directors, the Corporation being presently of the
opinion that such a responsibility should remain with the Board of Directors
as a whole. Moreover, the Corporation has not felt, up to the present time,
that it was necessary to define position descriptions for the Board, nor to
implement a formal performance review process of its individual directors.
Given the various approval levels involved in order to authorize any major
commitment, the Corporation has established appropriate structures and
methods ensuring that the Board of Directors can function independently of
management.
The members of the Board of Directors have not deemed appropriate,
up to the present time, to hold meetings in the absence of its related
Directors. However, such a procedure, while unusual, could be used if the
unrelated Directors expressed their wish to do so. Also, up to the present
time, the members of the Board of Directors have not, on an individual basis,
requested the assistance of an outside adviser.
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In conclusion, the Corporation and its Board of Directors are of the
opinion that, up to the present time, the corporate governance guidelines
implemented by the Corporation have been judicious and well geared to its
activities, and have enabled the Corporation to remain one of the leaders in the
industry. The Corporation shall continue to assess its corporate governance
guidelines in a constructive manner and in the best interests of the Corporation
and all its shareholders.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows selected compensation information
for the five most highly compensated executive officers (collectively, the
"Named Executive Officers") for services rendered in all capacities during the
fiscal years ended December 31, 1998, 1997 and 1996. The information includes
the base salaries, bonus awards, the number of stock options granted, and all
other compensation not reported elsewhere.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND YEAR ANNUAL COMPENSATION LONG-TERM COMPENSATION
PRINCIPAL
POSITION
---------------------------------------
AWARDS PAYOUTS
------------------------------------------- ------------- ------------- ----------- ----------
SALARY BONUS OTHER SECURITIES RESTRICTED LTIP ALL OTHER
ANNUAL UNDER SHARES OR PAYOUTS COMPEN-
COMPENSA- OPTIONS / RESTRICTED SATION
TION SARS SHARES
GRANTED UNITS
$ $ $ #(1) $ $ $
- -------------------------- --------- -------------- -------------- ------------ ------------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles G. Cavell, 1998 804,306 500,000 59,473 473,121 -- -- --
President and Chief 1997 727,767 308,125 94,178 65,875 -- -- --
Executive Officer of the 1996 529,305 236,250 --(2) 45,776 -- -- 10,342(3)
Corporation
- -------------------------- --------- -------------- -------------- ------------ ------------- ------------- ----------- ----------
Pierre Karl Peladeau, 1998 FF 2,660,640 FF 1,614,025 --(2) 257,982 -- -- --
Executive Vice President 1997 FF 1,800,274 FF 436,590 --(2) 18,654 -- -- --
and Chief Operating 1996 FF 1,550,000 FF 500,000 --(2) 19,904 -- -- --
Officer of the
Corporation
- -------------------------- --------- -------------- -------------- ------------ ------------- ------------- ----------- ----------
Guy Trahan, President, 1998 US 347,872 US 152,640 --(2) 19,117 -- -- --
Quebecor Printing 1997 346,859 71,535 --(2) -- -- -- --
South America 1996 259,306 10,710 --(2) 5,736 -- -- --
- -------------------------- --------- -------------- -------------- ------------ ------------- ------------- ----------- ----------
Michel P. Salbaing, 1998 356,994 80,000 --(2) 5,787 -- -- --
Managing Director, 1997 200,419 31,500 --(2) 435 -- -- --
Quebecor Printing 1996 105,017* 42,921 --(2) -- -- -- --
Europe, S.A.
- -------------------------- --------- -------------- -------------- ------------ ------------- ------------- ----------- ----------
James A. Dawson, 1998 US 488,077 US 240,496 --(2) 34,080 -- -- --
President and Chief 1997 US 468,923 US 149,854 --(2) 26,442 -- -- --
Executive Officer, 1996 US 429,230 US 150,000 --(2) 27,586 -- -- --
Quebecor Printing (USA)
Corp.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Mr. Michel P. Salbaing joined the Corporation on June 17, 1996
as Vice President and Chief Financial Officer. He was
appointed Managing Director of Quebecor Printing Europe, S.A.
on April 24, 1998.
(1) Underlying stock: Subordinate Voting Share.
(2) Perquisites do not exceed the lesser of $50,000 or 10% of the
total of the salary and bonuses.
(3) Compensation earned for services performed in his capacity of
Director of a related corporation.
PAGE 11 OF 22
9
<PAGE>
STOCK OPTION PLANS
EXECUTIVE STOCK OPTION PLAN
The Corporation has established an Executive Stock Option Plan (the
((Plan))) which is administered by the Compensation Committee of the
Corporation. Participants in the Plan are granted options which may be exercised
to purchase Subordinate Voting Shares of the Corporation.
The Compensation Committee determines the employees eligible for the
granting of options pursuant to the Plan. It also determines the size of each
grant and the date on which each grant is to become effective. The specific
number of options which may be granted is determined with reference to the
market value and the performance bonus of the employee. Some senior executives
receive an additional number of options based on their annual base compensation.
The exercise price, based on market value, is equal to the average of the
closing prices of the Subordinate Voting Shares traded on The Montreal Exchange
for Canadian prices and on the New York Stock Exchange for prices in US dollars,
on the last five trading days immediately preceding the day of granting of such
option. The options may be exercised during periods not exceeding ten years from
the grant date.
The Plan also provides the granting of non-transferable, non assignable
stock options for the purchase of up to a maximum of 3,000,000 Subordinate
Voting Shares. However, on February 25, 1999, the Board of Directors adopted a
resolution authorizing an amendment to the Plan to increase to 5,000,000 the
number of Subordinate Voting Shares that can be issued pursuant to the Plan,
representing an increase of 2,000,000 Subordinate Voting Shares. The Montreal
Stock Exchange, The Toronto Stock Exchange and the New York Stock Exchange have
approved the increase in the number of Subordinate Voting Shares that can be
issued following the exercise of options, subject to certain conditions
including the approval of a majority of the votes cast by the shareholders at
the annual meeting.
For those reasons, the shareholders will be asked to consider and, if
deemed advisable, adopt the following resolution:
RESOLVED:
THAT the amendment to the Executive Stock Option Plan adopted by the
Board of Directors of the Corporation as of February 25, 1999, increasing the
number of Subordinate Voting Shares that can be issued pursuant to the Plan to
5,000,000, be and it is hereby approved.
In order to be approved, the resolution must be passed by a majority of
the votes cast by the shareholders present or represented by proxy at the
Meeting.
The Board of Directors recommends that shareholders vote for the
approval of said resolution. THE MANAGEMENT NOMINEES INTEND TO CAST THE VOTES
REPRESENTED BY PROXY IN FAVOUR OF SUCH RESOLUTION UNLESS THE SHAREHOLDER WHO HAS
GIVEN SUCH PROXY HAS DIRECTED THAT THE VOTES BE OTHERWISE CAST.
PAGE 12 OF 22
10
<PAGE>
STOCK OPTION PLAN FOR MR. CHARLES G. CAVELL
The Corporation has established on November 13, 1991 a separate
Stock Option Plan for Mr. Charles G. Cavell, President and Chief Executive
Officer (who is also eligible to participate in the Stock Option Plan for
senior executives and other managers), whereby he was granted an option to
subscribe to 120,000 Subordinate Voting Shares at a price of $0.6667 per
share, of this amount, a total of 90,000 Subordinate Voting Shares has
already been subscribed. The option may be exercised at any time until
November 13, 2001.
Under this Plan, the optionee has been granted two additional
ten-year options, each allowing him to subscribe 7,500 Subordinate Voting
Shares, at market price on the date they were granted. Moreover, upon the
exercise of the option, the Corporation will grant to the optionee an
interest-free loan in an amount equal to the income tax payable by the
optionee arising on such exercise. The loan must be repaid within ten years
and any dividends paid on the shares will be applied to the repayment of the
loan. A sufficient number of optioned shares will be pledged as security for
the repayment of the loan. Whenever a dividend is paid on the Subordinate
Voting Shares, the optionee shall have the right to additional options in
lieu of dividends or to their cash equivalent.
The following table sets forth grants of stock options on
Subordinate Voting Shares under the stock option plans during the fiscal year
ended December 31, 1998 to the Named Executive Officers.
OPTION/SAR GRANTS DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR
<TABLE>
<CAPTION>
===========================================================================================================================
NAME SECURITIES % OF TOTAL EXERCISE OR MARKET VALUE OF EXPIRATION DATE
UNDER OPTIONS/SARS BASE PRICE SECURITIES
OPTIONS/ GRANTED TO UNDERLYING
SARS EMPLOYEES IN OPTIONS/SARS ON
GRANTED FINANCIAL YEAR THE DATE OF GRANT
# % $/SECURITY $/SECURITY
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles G. Cavell 70,053 4.58% $22.84 $23.20(1) January 28, 2008
---------------------------------------------------------------------------------------------------
3,068 0.20% $25.11 $23.75(1) February 17, 2008
---------------------------------------------------------------------------------------------------
400,000 26.14% $27.26 $28.40(1) July 23, 2008
- ---------------------------------------------------------------------------------------------------------------------------
Pierre Karl Peladeau 56,917 3.72% $22.84 $23.20(1) January 28, 2008
---------------------------------------------------------------------------------------------------
1,065 0.07% $25.11 $23.75(1) February 17, 2008
---------------------------------------------------------------------------------------------------
200,000 13.07% $32.91 $33.80(1) December 21, 2008
- ---------------------------------------------------------------------------------------------------------------------------
Guy Trahan 17,252 1.13% US $15.65 US $15.9375(2) January 28, 2008
---------------------------------------------------------------------------------------------------
1,152 0.07% US $17.5875 US $16.75(2) February 17, 2008
---------------------------------------------------------------------------------------------------
713 0.05% $25.11 $23.75(1) February 17, 2008
- ---------------------------------------------------------------------------------------------------------------------------
Michel P. Salbaing 5,473 0.36% $22.84 $23.20(1) January 28, 2008
---------------------------------------------------------------------------------------------------
314 0.02% $25.11 $23.75(1) February 17, 2008
- ---------------------------------------------------------------------------------------------------------------------------
James A. Dawson 31,949 2.09% US $15.65 US $15.9375(2) January 28, 2008
---------------------------------------------------------------------------------------------------
2,131 0.14% US $17.5875 US $16.75(2) February 17, 2008
===========================================================================================================================
</TABLE>
(1) Based on the closing price on The Montreal Exchange on the date of
grant.
(2) Based on the closing price on the New York Stock Exchange on the date
of grant.
PAGE 13 OF 22
11
<PAGE>
The following table indicates for each of the Named Executive
Officers the number of stock options on Subordinate Voting Shares, if any,
exercised during the financial year ended December 31, 1998, the gains
realized upon exercise, the total number of unexercised options, if any, held
at December 31, 1998 and the value of such unexercised options at that date.
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY
COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
===========================================================================================================================
NAME SECURITIES AGGREGATE UNEXERCISED OPTIONS /SARS VALUE OF UNEXERCISED
ACQUIRED ON VALUE AT FY-END IN-THE-MONEY OPTIONS/SARS AT
EXERCISE REALIZED(1) FY-END(2)
------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
# $ # # $ $
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles G. Cavell 45,000 $ 1,103,985 177,770 653,878 $3,854,164 $5,325,884
- ---------------------------------------------------------------------------------------------------------------------------
Pierre Karl Peladeau -- -- 17,964 304,552 $ 274,748 $1,171,692
- ---------------------------------------------------------------------------------------------------------------------------
Guy Trahan -- -- 34,825 17,077 $ 592,947 $ 250,545
-----------------------------------------------------------------------------------------------
-- -- -- 18,404 -- US $ 108,882
- ---------------------------------------------------------------------------------------------------------------------------
Michel P. Salbaing -- -- -- 6,222 -- $ 63,240
- ---------------------------------------------------------------------------------------------------------------------------
James A. Dawson -- -- 50,426 108,883 US $ 439,374 US $ 628,202
===========================================================================================================================
</TABLE>
(1) The Aggregate Value Realized upon exercise is the difference between
the closing price of the Subordinate Voting Shares on The Montreal
Exchange (or on The New York Exchange for the American participants)
on the exercise date and the exercise price of the option.
(2) The Value of Unexercised in-the-Money Options at Financial Year-End is
the difference between the option price and the closing price of the
Subordinate Voting Shares on The Montreal Exchange on December 31,
1998 (or on The New York Stock Exchange for the American
participants). This gain, unlike the gain set forth in the column
"Aggregate Value Realized", has not been, and may never be,
realized. The underlying options have not been, and may not be,
exercised; and actual gains, if any, on exercise will depend on the
value of the Subordinate Voting Shares on the date of exercise. The
closing price of the Subordinate Voting Shares on The Montreal
Exchange, on December 31, 1998, was $33.25 per share, and on the New
York Stock Exchange, was US $21.6875 per share.
PENSION BENEFITS
CANADA
BASIC PLAN
The Corporation maintains a basic pension plan for its non-unionized
Canadian employees.
The pension is calculated on the basis of the average salary of the
five consecutive years in which the salary was the highest, including
bonuses, multiplied by the number of years of membership in the plan as an
executive officer.
The pension is payable at the normal retirement age of 65 years or
from the age of 62, without reduction if the executive officer has completed
a minimum of ten years of service.
PAGE 14 OF 22
12
<PAGE>
The maximum pension payable under the pension plan is as prescribed
by the INCOME TAX ACT. An executive officer contributes to the plan an amount
equal to 5% of his salary not exceeding $86,111, up to a maximum of $4,305
per year.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
REMUNERATION ---------------- ---------------- ---------------- ---------------- ---------------
10 15 20 25 30
- ------------------------------------ ---------------- ---------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
$86,111 or more $17,222 $25,833 $34,444 $43,056 $51,667
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The pension is payable for life. In case of death after retirement,
the plan provides a five years full pension guarantee starting at the
retirement date. After such period, the surviving spouse will continue to
receive for life, 60% of the pension.
At December 31, 1998, the number of years of membership in the plan
for all the Named Executive Officers are for Mr. Charles G. Cavell, 17 years
and 6 months, for Mr. Michel P. Salbaing, 2 years and 6 month and for Mr. Guy
Trahan, 10 years and 6 months.
SUPPLEMENTARY RETIREMENT PLANS FOR EXECUTIVE OFFICERS
In addition to the basic Canadian pension plan, the Corporation
provides supplementary retirement plans for executive officers. These plans
are personalized and provide for the following additionnal benefits in
accordance with the number of years of membership in the plan upon retirement:
SUPPLEMENTARY BENEFIT RETIREMENT PLAN OF MR. CHARLES G. CAVELL
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
YEARS OF CREDITED SERVICE
REMUNERATION ------------------ ------------------ ------------------ ------------------ ----------------
10 15 20 25 30
- --------------------------- ------------------ ------------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C> <C>
$ 800,000 $151,389 $227,083 $302,778 $378,472 $454,167
- --------------------------- ------------------ ------------------ ------------------ ------------------ ----------------
$1,000,000 $191,389 $287,083 $382,778 $478,472 $574,167
- --------------------------- ------------------ ------------------ ------------------ ------------------ ----------------
$1,200,000 $231,389 $347,083 $462,778 $578,472 $694,167
- --------------------------- ------------------ ------------------ ------------------ ------------------ ----------------
$1,400,000 $271,389 $407,083 $542,778 $678,472 $814,167
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The pension of Mr. Charles G. Cavell is calculated on the basis of
the average salary (including bonuses) of the three consecutive years in
which such salary was the highest. The pension is payable without reduction
from the age of 60, and indexed each year. The pension is payable for life.
In case of death after retirement, the plan provides a five years full
pension guarantee starting at the retirement date. After such period, the
surviving spouse will continue to receive for life, 66 2/3% of the pension.
The credited service at December 31, 1998 (two years per year of
membership in plan) for Mr. Charles G. Cavell, was 20 years and 6 months.
PAGE 15 OF 22
13
<PAGE>
SUPPLEMENTARY RETIREMENT PLAN FOR NAMED EXECUTIVES
In addition to the basic Canadian Plan, the Corporation provides a
supplementary retirement plan for certain executive officers. This plan
provides the following additional benefits, in accordance with the number of
years of membership in the plan upon retirement:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
REMUNERATION ---------------------- ---------------------- ---------------------- ---------------------
15 20 25 30
- ----------------------------- ---------------------- ---------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
$300,000 $40,963 $ 54,618 $ 68,272 $ 81,926
- ----------------------------- ---------------------- ---------------------- ---------------------- ---------------------
$400,000 $64,213 $ 85,618 $107,022 $128,426
- ----------------------------- ---------------------- ---------------------- ---------------------- ---------------------
$500,000 $87,463 $116,618 $145,772 $174,926
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The pension is payable according to the same specifications as to the
basic Canadian Plan. At December 31, 1998, the number of years of membership in
the plan for the Named Executive Officers are: Mr. Guy Trahan, 7 years and 11
months.
UNITED STATES
BASIC PLAN
The Corporation maintains a basic pension plan for its non-unionized
American employees, in which Mr. James A. Dawson participates.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
YEARS OF MEMBERSHIP
REMUNERATION ----------------- ------------------ ------------------ ----------------- -----------------
5 10 15 20 25
- ----------------------------- ----------------- ------------------ ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
US $160,000 or more US $11,594 US $23,188 US $34,782 US $46,377 US $57,971
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
The pension is calculated on the basis of the average salary of the
five consecutive years in which the salary was the highest, integrated with
the social security plans, multiplied by the number of years of membership as
an executive officer.
The pension is payable at the normal retirement age of 65 years and
is limited in accordance with the applicable government legislation. Mr.
James A. Dawson's years of membership at December 31, 1998 was 6 years.
SUPPLEMENTARY RETIREMENT PLAN FOR NAMED EXECUTIVES
In addition to the basic American plan, the Corporation provides a
supplementary retirement plan for certain American officers, including Mr.
James A. Dawson.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
YEARS OF CREDITED SERVICE
REMUNERATION ----------------- ------------------ ------------------- ------------------- --------------------
5 10 15 20 25
- ----------------------- ----------------- ------------------ ------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C>
US $400,000 US $30,194 US $60,388 US $ 90,582 US $120,777 US $150,971
- ----------------------- ----------------- ------------------ ------------------- ------------------- --------------------
US $500,000 US $37,944 US $75,888 US $113,832 US $151,777 US $189,721
- ----------------------- ----------------- ------------------ ------------------- ------------------- --------------------
US $600,000 US $45,694 US $91,388 US $137,082 US $182,777 US $228,471
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 16 OF 22
14
<PAGE>
Retirement benefits shown in this Table reflect all benefits paid under
qualified and non-qualified non-contributory pension plans. The compensation
covered by the plans includes base pay plus bonus. The benefits are computed on
a straight life basis at the time of retirement under a defined benefit formula
based on years of service and average compensation for the highest five
consecutive years of service. This formula also takes into account U.S. Social
Security. The plans provide for normal retirement at age 65, and, subject to
certain eligibility requirements, early retirement at age 55 is permitted with
reduced pension payments.
The above table sets forth the estimated annual benefits payable upon
retirement at normal retirement age before reduction for U.S. Social Security.
Mr. James A. Dawson credited service at December 31, 1998 (one year and
a half per year of participation in plan) was 9 years.
The U.S. INTERNAL REVENUE CODE imposes certain limitations on
compensation and benefits payable from tax qualified pension plans. Pension
amounts in excess of such limitations are payable from the non-qualified pension
plan which is not funded.
EUROPE
The Corporation has not currently established a supplementary
retirement plan for Europe. Mr. Pierre Karl Peladeau participates only in
France's mandatory Social Security Plan.
ADDITIONAL BENEFIT FOR MR. CHARLES G. CAVELL
Mr. Charles G. Cavell, has also an additional retirement benefit,
whereby he is guaranteed to receive, under certain conditions, upon taking his
retirement, payment of a maximum lump sum amount of $600,000, said amount
subject to decline if the closing price of the Corporations' Subordinate Voting
Shares, at the time of his retirement (60 years of age), was less than $16.67
per share (to be adjusted upward or downward to reflect any share subdivision or
share consolidation, as the case may be).
COMPENSATION OF DIRECTORS
All the Directors of the Corporation, with the exception of the
officers of the Corporation, receive a base compensation of $12,000 per year,
plus directors' fees of $1,000 for each meeting in which they participate.
During the past fiscal year, eight Directors received an aggregate of $213,000
for services rendered in such capacity.
PAGE 17 OF 22
15
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
For the purpose of determining salary policies, the Corporation uses
various annual compensation surveys that are representative of the commercial
printing industry, some of which are specifically required and are based on a
target list of comparable corporations. The compensation paid to employees of
the Corporation is established on the basis of representative criteria in the
countries where the Corporation operates, taking into account inflation, trends
and the Corporation's profitability. On the basis of an overall budget
authorized by the Compensation Committee, each operational unit must explain
the evolution of its salary policies based on its own results.
The Committee has harmonized the Corporation's compensation policies
with those existing within acquired companies and has established attribution
rules for the compensation programs governing all officers, including the Chief
Executive Officer.
The Corporation maintains a Bonus Plan for the senior management of the
Corporation and its subsidiaries which provides for the payment of cash bonuses
to managers whose operating centres (divisions or subsidiaries) reach results in
line with the budget approved by the Corporation, and additional bonuses if the
operating results have exceeded the budgeted results. The amount of these
payments must be approved by the Compensation Committee.
The level of aggregate compensation of Mr. Charles G. Cavell, who in
the course of the last year held the position of President and Chief Executive
Officer of the Corporation, was determined in relation to the Corporation's
results and in relation to comparable positions in other Canadian industries
having operations outside the country. The Board of Directors recognized
the exceptional contribution of Mr. Charles G. Cavell to the growth of the
Corporation in granting him, during the last fiscal year, an option covering
400,000 Subordinate Voting Shares of the Corporation, the exercise of which
shall be effective 30 days after he has reached the age of 62, on condition that
he has maintained his employee status up until the date of the exercise. The
Summary Compensation Table also includes data pertaining to his compensation.
The Report on Executive Compensation is presented by the Compensation
Commitee:
Raymond Lemay (Chairman)
The Right Honorable Brian Mulroney
Jean Neveu
Erik Peladeau
PAGE 18 OF 22
16
<PAGE>
PERFORMANCE GRAPH
The performance graph presented below illustrates the cumulative total
return of a $100 investment in the Corporation's Subordinate Voting Shares,
compared with the cumulative total return of The Toronto Stock Exchange TSE 300
Composite Index, the Standard & Poor's 500 Composite Index in Canadian dollars.
The year-end values of each investment are based on share appreciation
plus dividends paid in cash, the dividends having been reinvested on the date
they were paid. The calculations exclude brokerage fees and taxes. Total
shareholder returns from each investment can be calculated from the year-end
investment values shown below the graph.
CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON DECEMBER 31, 1993
[GRAPH]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Years ended December 31 1993 1994 1995 1996 1997 1998
- ----------------------- ------ ------ ------ ------ ------ ------
Quebecor Printing Inc. 100 $ 91 $ 143 $ 152 $ 158 $ 215 $
- ----------------------- ------ ------ ------ ------ ------ ------
TSE 300 Composite Index 100 $ 100 $ 114 $ 147 $ 169 $ 166 $
- ----------------------- ------ ------ ------ ------ ------ ------
S&P 500 ($ CDN) 100 $ 107 $ 144 $ 177 $ 247 $ 340 $
- ------------------------------------------------------------------------------
</TABLE>
PAGE 19 OF 22
17
<PAGE>
LIABILITY INSURANCE
The Corporation purchases and maintains in force liability insurance
for the Directors and Officers of the Corporation and of its subsidiaries. This
insurance provides a coverage limit of $60,000,000 per event and policy year.
For the fiscal year ended December 31, 1998, the Corporation paid $139,414 in
liability insurance premiums. A deductible of $500,000 applies when the
Corporation is authorized or obliged to indemnify the persons insured.
APPOINTMENT AND REMUNERATION OF AUDITORS
At the Meeting, the Shareholders will be called upon to appoint
Auditors to hold office until the next Annual Meeting of Shareholders and to
authorize the Directors to establish the remuneration of the Auditors so
appointed.
EXCEPT WHERE AUTHORITY TO VOTE ON THE ELECTION OF AUDITORS IS WITHHELD,
THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE FOR THE
APPOINTMENT OF THE FIRM KPMG LLP AS AUDITORS OF THE CORPORATION, COMPENSATION
FOR THEIR SERVICES TO BE DETERMINED BY THE BOARD OF DIRECTORS.
INFORMATION CONCERNING TRANSACTIONS WITH INTERESTED PARTIES
During the fiscal year ended on December 31, 1998, the Corporation and
its subsidiaries have done business, at market rates, with Quebecor Inc. and
other organizations within the group. The Corporation and its major subsidiaries
intend to continue to engage in similar transactions on terms which are
generally no less favourable to the Corporation than would be available to it
from unaffiliated third parties.
Especially, the Corporation has entered into long term "net net" lease
agreements with Gestion de Publications Immobilieres (G.P.I.) inc. ("G.P.I."),
or with G.P.I. and a third party, concerning mainly the premises where the
Corporation's Head Office is located. The Estate of the late Pierre Peladeau and
members of his immediate family are the sole shareholders of G.P.I.
The Corporation considers the amounts paid with respect to the various
transactions discussed above to be reasonable and competitive.
OTHER BUSINESS
The Management of the Corporation knows of no other matter to be put
before the Meeting. IF, HOWEVER, ANY OTHER MATTERS PROPERLY COME BEFORE THE
MEETING, THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY SHALL VOTE
ON SUCH MATTERS IN ACCORDANCE WITH THEIR BEST JUDGEMENT PURSUANT TO THE
DISCRETIONARY AUTHORITY CONFERRED THEREON BY THE PROXY WITH RESPECT TO SUCH
MATTERS.
AVAILABILITY OF DISCLOSURE DOCUMENTS
The Corporation is a reporting issuer under the securities legislation
of the United States and of all of the provinces of Canada and is therefore
required to file Financial Statements, a Proxy Circular and an Annual
Information Form with the various securities regulatory authorities. Copies of
said documents may be obtained free of charge on request from the Office of the
Secretary of the Corporation.
PAGE 20 OF 22
18
<PAGE>
DIRECTORS' APPROVAL
The Board of Directors of the Corporation has approved the contents of
this Circular and the sending hereof to the Shareholders.
Philippe Montel
Vice President, Legal Affairs
and Secretary
PAGE 21 OF 22
19
<PAGE>
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.
QUEBECOR PRINTING INC.
Date: MARCH 19, 1999 By: (s) PHILIPPE MONTEL
-----------------------------
Title: Vice President, Legal Affairs
and Secretary
PAGE 22 OF 22
