U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2000.
ABITIBI-CONSOLIDATED INC.
1155 Metcalfe Street
Suite 800
Montreal, Quebec
Canada H3B 5H2
(Address of principal executive offices.)
Indicate by check mark whether the registrant files or will file annual
reports under cover 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_ .
If "Yes" marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_________
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.
ABITIBI CONSOLIDATED, INC.
/s/ John Weaver
March 27, 2000 -------------------------------
By: John Weaver
Its: President and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL AND SPECIAL
MEETING OF SHAREHOLDERS
MANAGEMENT
PROXY
CIRCULAR
1999
ABITIBI
[LOGO] CONSOLIDATED
<PAGE>
NOTICE OF ANNUAL AND SPECIAL
MEETING OF SHAREHOLDERS
The Annual and Special Meeting of Shareholders of Abitibi-Consolidated Inc. will
be held at The Montreal Museum of Fine Arts, Maxwell-Cummings Auditorium, 1379
Sherbrooke Street West, Montreal, Quebec, Canada, on Thursday, April 27, 2000 at
1:00 p.m. (Montreal time) for the following purposes:
1. to receive the consolidated financial statements of the Company and its
subsidiaries for the year ended December 31, 1999 and the auditors' report
thereon;
2. to elect the directors;
3. to appoint the auditors and to authorize the directors to fix their
remuneration;
4. to approve the Abitibi-Consolidated Inc. Directors' Stock Option Plan; and
5. to transact such other business as may properly come before the meeting or
any reconvened meeting following its adjournment.
Montreal, February 28, 2000
By Order of the Board
/s/ Jacques P. Vachon
Jacques P. Vachon
Senior Vice-President & Corporate Secretary
Shareholders who are unable to attend the Annual and Special Meeting of
Shareholders in person are requested to complete the enclosed form of proxy and
return it to Montreal Trust Company at 1800 McGill College Avenue, Montreal,
Quebec, by April 24, 2000.
ABITIBI-CONSOLIDATED INC. 1
<PAGE>
MANAGEMENT PROXY CIRCULAR
Solicitation of Proxies
This Management Proxy Circular is furnished in connection with the solicitation
of proxies by the management of ABITIBI-CONSOLIDATED INC. (the "Company") for
use at the Annual and Special Meeting of Shareholders to be held on April 27,
2000 (the "Meeting"), for the purposes set forth in the foregoing Notice of
Meeting, or any adjournment thereof. The solicitation will be made by mail. The
cost of solicitation will be borne by the Company.
Appointment of Proxies
The persons named in the enclosed form of proxy are directors of the Company. A
shareholder may appoint a person to represent him or her at the Meeting, other
than the persons already named in the accompanying form of proxy, by inserting
the name of such other person in the blank space provided in the form of proxy
or by completing another proper form of proxy. Such other person need not be a
shareholder. To ensure being counted, the completed form of proxy must be
deposited with Montreal Trust Company by April 24, 2000.
Non-Registered Holders
Only registered holders of common shares of the Company, or the persons they
appoint as their proxies, are permitted to attend and vote at the Meeting.
However, in many cases, common shares of the Company beneficially owned by a
holder (a "Non-Registered Holder") are registered either:
(a) in the name of an intermediary (an "Intermediary") that the Non-Registered
Holder deals with in respect of the common shares, such as, among others,
banks, trust companies, securities dealers or brokers and trustees or
administrators of self-administered RRSPs, RRIFs, RESPs and similar plans;
or
(b) in the name of a clearing agency (such as The Canadian Depository for
Securities Limited) of which the Intermediary is a participant. In
accordance with the requirements of National Policy Statement No. 41 of the
Canadian Securities Administrators, the Company has distributed copies of
the Notice of Meeting, this Management Proxy Circular, the form of proxy,
the 1999 Annual Report including management's discussion and analysis
(collectively, "meeting materials") to the clearing agencies and
Intermediaries for onward distribution to Non-Registered Holders.
Intermediaries are required to forward the meeting materials to
Non-Registered Holders unless a Non-Registered Holder has waived the right to
receive them. Very often, Intermediaries will use service companies to forward
the meeting materials to Non-Registered Holders. Generally, Non-Registered
Holders who have not waived the right to receive the meeting materials will
either:
1. be given a proxy which has already been signed by the Intermediary
(typically by a facsimile, stamped signature) which is completed as to the
number of common shares beneficially owned by the Non-Registered Holder but
which is otherwise uncompleted. This form of proxy need not be signed by
the Non-Registered Holder. In this case, the Non-Registered Holder who
wishes to submit a proxy should otherwise properly complete the form of
proxy and deposit it with Montreal Trust Company as described above;
2 ABITIBI-CONSOLIDATED INC.
<PAGE>
2. more typically, be given a voting instruction form which must be completed
and signed by the Non-Registered Holder in accordance with the directions
on the voting instruction form (which may in some cases permit the
completion of the voting instruction form by telephone).
The purpose of these procedures is to permit Non-Registered Holders to
direct the voting of the common shares they beneficially own. Should a
Non-Registered Holder who receives either a proxy or a voting instruction form
wish to attend and vote at the Meeting in person (or have another person attend
and vote on behalf of the Non-Registered Holder), the Non-Registered Holder
should strike out the names of the persons named in the proxy and insert the
Non-Registered Holder's (or such other person's) name in the blank space
provided, or, in the case of a voting instruction form, follow the corresponding
directions on the form. In either case, Non-Registered Holders should carefully
follow the instructions of their intermediaries and their service companies.
Revocation of Proxies
The registered shareholder, or his attorney authorized in writing who executed
the form of proxy, may revoke it as to any matter on which a vote has not
already been cast pursuant to the authority confirmed by such proxy by
delivering another properly executed form of proxy bearing a later date and
depositing it in the manner described above. Alternatively, the proxy may be
revoked by delivering an instrument in writing executed by the shareholder (i)
to Montreal Trust Company by April 24, 2000, or if the Meeting is adjourned, at
least 48 hours (excluding Saturdays and holidays) prior to any reconvened
meeting, or (ii) to the Chairman of the Meeting on the day of the Meeting prior
to the use of the proxy at the Meeting, or at any such reconvened meeting. The
proxy may also be revoked in any other manner permitted by law.
A Non-Registered Holder may revoke a voting instruction form or a waiver of
the right to receive the meeting materials and to vote given to an Intermediary
at any time by written notice to the Intermediary, except that an Intermediary
is not required to act on a revocation of a voting instruction form or of a
waiver of the right to receive the materials and to vote that is not received by
the Intermediary at least seven days prior to the Meeting.
Voting of Proxies
The persons named in the form of proxy will on a show of hands or on any ballot
that may be called for, vote or withhold from voting the common shares in
respect of which they are appointed in accordance with the directions of the
shareholders appointing them.
Where shareholders have properly executed proxies in favour of the persons
named in the enclosed form of proxy and have not specified in the form of proxy
the manner in which the named proxies are required to vote the common shares
represented thereby, such common shares will be voted, whether on a show of
hands or on any ballot that may be called: (a) for the election of directors
named in this Management Proxy Circular, (b) for the appointment of the auditors
named in this Management Proxy Circular and authorizing the directors to fix the
auditors' remuneration, and (c) for the resolution approving the
Abitibi-Consolidated Inc. Directors' Stock Option Plan as set out in Appendix A
to this Management Proxy Circular.
ABITIBI-CONSOLIDATED INC. 3
<PAGE>
The enclosed form of proxy confers discretionary authority on the person
named therein with respect to amendments to or variations of matters identified
in the Notice of Meeting and other matters which may properly come before the
Meeting. At the time of printing this Management Proxy Circular, management of
the Company knows of no such amendments, variations or other matters. If any
matters which are not now known should properly come before the Meeting, the
persons named in the form of proxy will vote on such matters in accordance with
their best judgment.
Voting and Ownership of Common Shares
As of February 28, 2000, the Company had 190,573,975 common shares outstanding.
Each shareholder of record is entitled to one vote for each common share held at
the close of business on March 20, 2000, being the date fixed by the Board of
Directors of the Company for the determination of the registered shareholders
who are entitled to receive notice of the Meeting (the "Record Date"). In the
event that such a shareholder transfers the ownership of any of his common
shares after the Record Date, the transferee of such common shares shall be
entitled to vote at the Meeting if he produces properly endorsed share
certificates or otherwise establishes proof of his ownership of the common
shares and demands, not later than ten days before the Meeting, that his name be
included in the list of shareholders entitled to vote. This list of shareholders
will be available for inspection on and after March 20, 2000, during usual
business hours, at the office of Montreal Trust Company and at the Meeting.
Principal Holders
As of February 28, 2000 to the knowledge of the directors and officers of the
Company, no person, other than those listed below, beneficially owned, or
exercised control or direction over, more than 10% of the Company's outstanding
common shares.
On February 11, 2000 the Company announced its intention to purchase all of
the issued and outstanding shares of Donohue Inc. ("Donohue"). Donohue's current
controlling shareholder, Quebecor Inc. ("Quebecor"), has agreed irrevocably and
unconditionally to deposit (and not withdraw) all of its Class A Subordinate
Voting Shares (representing approximately 12.7% of the outstanding Class A
Subordinate Voting Shares) and all of its Class B Shares (representing
approximately 88.3% of the outstanding Class B Shares, and, together with its
Class A Subordinate Voting Shares, representing approximately 63.2% of the
voting rights attaching to all outstanding voting shares of Donohue) in
acceptance of the Offers. Based on the information provided by Quebecor,
assuming all of the Donohue Shares are acquired by the Company under the Offers
or otherwise, the Average Price is equal to or less than $16.25 (in which event
it will be deemed to be $16.25), and the Company does not exercise the
Additional Cash Option, Quebecor will beneficially own or control approximately
11% of the outstanding shares of the Company on a fully diluted basis. All
capitalized terms in this paragraph which are not otherwise defined herein have
the same meaning as set forth in the Company's Offers to Purchase and Circular
related to the acquisition of Donohue's shares dated February 25, 2000 (the
"Offers to Purchase") which are available on the Company's website at
www.abicon.com.
4 ABITIBI-CONSOLIDATED INC.
<PAGE>
Annual and Consolidated Financial Statements
The Company's consolidated financial statements for the years ended December 31,
1999 and 1998 and the report of the auditors thereon, which will be placed
before the shareholders at the Meeting, are contained in the Annual Report of
the Company which accompanies this Management Proxy Circular.
Election of Directors
The articles of the Company stipulate that the Board of Directors shall consist
of a minimum of three directors and a maximum of twenty-one directors, the
number to be determined by the Board of Directors from time to time. The Board
of Directors has been set at nine directors with a conditional increase to
twelve directors in the event the Offers to Purchase successfully close. More
information on this can be found in the "Composition of the Board" section
below. The directors of the Company may increase or decrease the number of
directors between the minimum and the maximum number and may fill vacancies
resulting from the death, resignation or retirement of directors. In addition,
the Board of Directors is authorized to appoint one or more additional
directors, who shall hold office for a term expiring not later than the close of
the next annual meeting of shareholders, but the total number of additional
directors so appointed cannot exceed one-third of the number of directors
elected at the previous annual meeting of shareholders.
Management does not contemplate that any of the nominees named below will
be unable to serve as a director, but if that should occur for any reason prior
to the Meeting, where the proxy is granted to the management nominees, the
management nominees reserve the right to vote for other nominees in their
discretion unless directed to withhold from voting. Each director will hold
office until the next annual meeting or until his successor is elected or
appointed. The following table states the name of each person proposed to be
nominated for election as a director, the year in which the person first became
a director of the Company or one of Abitibi-Price Inc. or Stone-Consolidated
Corporation (the latter two being the "Amalgamating Companies") and membership
on board committees, the number of common shares of the Company and deferred
share units under the Company's Deferred Share Unit Plan for Non-Executive
Directors (as described more fully in the "Compensation of Directors" section
below) beneficially owned or over which control or direction, directly or
indirectly, was exercised by that person as of February 28, 2000 and the
person's principal occupation and employment.
During the past five years, all of the directors of the Company have held
their principal business affiliations as noted opposite their respective names
or have been engaged in other executive capacities with the companies indicated
or with one of their respective affiliates with the following exceptions: prior
to February 1996, Arnold F. Brookstone was Executive Vice-President, Chief
Financial and Planning Officer of Stone Container Corporation; prior to
September 1995, Richard Drouin was Chairman and Chief Executive Officer of
Hydro-Quebec and prior to 1997, Mr. Drouin was Chairman of the Board of Memotec
Communications Inc.; prior to April 1999, Ronald Y. Oberlander was Operating
Chairman of Abitibi-Consolidated Inc.; prior to January 1998, John A. Tory was
also Deputy Chairman of The Thomson Corporation; prior to April 1999, John W.
Weaver was Executive Vice-President and President, Newsprint Operations and
Sales of Abitibi-Consolidated Inc.
ABITIBI-CONSOLIDATED INC. 5
<PAGE>
Election of Directors
<TABLE>
<CAPTION>
Became Number of Common Shares/
Name Principal Occupation Director Deferred Share Units
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arnold F. Brookstone(1,6) Corporate Director 1993 2,722/-
Chicago, Illinois
- -------------------------------------------------------------------------------------------------------------------------
Michel Desbiens(a) President and Chief Executive -- -/-
Beaconsfield, Quebec Officer of Donohue Inc.
- -------------------------------------------------------------------------------------------------------------------------
Richard Drouin, Q.C.(1,2) Partner 1995 6,721/-
Sillery, Quebec McCarthy Tetrault (Law Firm)
- -------------------------------------------------------------------------------------------------------------------------
Gordon C. Gray, FCA(1,3) Chairman of Rio Algom Limited 1993 2,422/3,773
Richmond Hill, Ontario (Mining Company)
- -------------------------------------------------------------------------------------------------------------------------
H. Earl Joudrie(3,5) Chairman of Algoma Steel Inc. 1993 2,748/-
Toronto, Ontario and Gulf Canada Resources Limited
(Diversified Companies)
- -------------------------------------------------------------------------------------------------------------------------
C. Edward Medland(4,6) President, Beauwood Investments Inc. 1978 15,381/3,820
Toronto, Ontario (Private Investment Company)
- -------------------------------------------------------------------------------------------------------------------------
Ronald Y. Oberlander Chairman of the Board of 1990 138,552/-
Montreal, Quebec Abitibi-Consolidated Inc.
- -------------------------------------------------------------------------------------------------------------------------
Pierre-Karl Peladeau(a) President and Chief Executive Officer -- -/-
Montreal, Quebec Quebecor Inc.
- -------------------------------------------------------------------------------------------------------------------------
Charles-Albert Poissant, C.M., FCA(a) Chairman of the Board of -- -/-
Montreal, Quebec Donohue Inc.
- -------------------------------------------------------------------------------------------------------------------------
John A. Tory, Q.C.(2,5) President of Thomson 1965 61,000/4,170
Toronto, Ontario Investments Limited (Holding Company)
- -------------------------------------------------------------------------------------------------------------------------
David A. Ward, Q.C.(1,4) Partner 1981 3,288/-
Toronto, Ontario Davies, Ward & Beck (Law Firm)
- -------------------------------------------------------------------------------------------------------------------------
John W. Weaver(b) President & Chief Executive Officer 1999 74,014/-
Montreal, Quebec of Abitibi-Consolidated Inc.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Nominee of Donohue pursuant to the support agreement entered into between
the Company and Donohue as described more fully in the Offers to Purchase.
(b) Mr. Weaver is not entitled to participate in the Deferred Share Unit Plan
for Non-Executive Directors. His entitlement to deferred share units is
pursuant to the Deferred Share Unit Plan for executives described more
fully in the "Report on Executive Compensation" section below.
(1) Audit Committee Member
(2) Corporate Governance Committee Member
(3) Environmental, Health and Safety Committee Member
(4) Finance Committee Member
(5) Human Resources and Compensation Committee Member
(6) Pension Committee Member
6 ABITIBI-CONSOLIDATED INC.
<PAGE>
Appointment of Auditors
It is proposed that PricewaterhouseCoopers LLP be reappointed as auditors of the
Company to hold office until the next annual meeting of shareholders at such
compensation as may be fixed by the directors.
Shareholders will be asked at the Meeting to approve the reappointment of
the auditors and such reappointment will become effective only if approved by
holders of at least a majority of the common shares represented and voting at
the Meeting or any adjournment thereof.
Directors' Stock Option Plan
The Corporate Governance Committee of the Board has examined the issue of
directors' compensation and after reviewing compensation provided to directors
serving on the boards of other similarly situated companies, the Committee
recommended to the Board of Directors, the adoption of a Directors' Stock Option
Plan. On February 28, 2000, the Board of Directors adopted the
Abitibi-Consolidated Inc. Directors' Stock Option Plan.
Purpose of the Directors' Stock Option Plan
The Company has decided that the compensation paid to directors must be better
aligned with the interests of shareholders and must be competitive with
comparable Canadian companies.
Accordingly, in conjunction with the implementation of a Directors' Stock
Option Plan, the Company will be implementing share ownership guidelines for
directors. Directors will be required, within five years, to own shares with a
value equal to three times their annual retainer.
Terms of the Directors' Stock Option Plan
The terms of the proposed Directors' Stock Option Plan are as follows:
o Directors will receive an annual grant of 4,000 options.
o The exercise price for options will be the average of the highest and
lowest share price as reported for the five business days immediately
preceding the granting of the option on the principal Canadian exchange on
which the Company's shares are listed.
ABITIBI-CONSOLIDATED INC. 7
<PAGE>
o Options will vest on the date that they are granted.
o Directors will have ten years from the date that the options are granted to
exercise the options.
o Directors (or in the event of their death or disability, their personal
representatives or estate) will have five years following their termination
as board members to exercise their options.
o 950,000 shares, or 0.5% of the Company's outstanding shares, have been
reserved for issuance pursuant to the terms of the Directors' Stock Option
Plan.
Copies of the Plan may be inspected at the registered office of the Company
during regular business hours.
Shareholders will be asked at the Meeting, or any adjournment thereof, to
consider, and, if thought appropriate, pass the resolution set out in Appendix A
to this proxy circular. To become effective, the resolution must be passed, with
or without amendment, by at least a majority of the shareholders represented and
voting at the Meeting or any adjournment thereof.
Compensation
Compensation of Named Executive Officers
The following table, presented in accordance with applicable securities
regulations, sets forth compensation paid by the Company or one of the
Amalgamating Companies. The figures shown in 1999 and 1998 represent the amounts
paid by the Company to the named individuals. The figures shown for 1997
represent: (i) the amounts paid by the respective Amalgamating Companies prior
to the effective date of their amalgamation on May 30, 1997, plus (ii) the
amounts paid by the Company subsequent to the effective date of the
amalgamation. Any amounts shown in the following table in connection with the
issuance of stock options in 1997 relate only to options issued under the former
respective stock option plans of the Amalgamating Companies and take into
consideration the exchange ratio between the Amalgamating Companies' shares
agreed to as part of the amalgamation. Stock options issued in 1999 and 1998
were awarded under the Company's stock option plan.
Set forth below is the compensation of James Doughan, who was President and
Chief Executive Officer of the Company until April 26, 1999 and John W. Weaver,
who became President and Chief Executive Officer on April 27, 1999 as well as
the individuals who were, at December 31, 1999 the other four most highly
compensated executive officers of the Company (collectively, the "Named
Executive Officers").
8 ABITIBI-CONSOLIDATED INC.
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
- --------------------------------------------------------------------------------------------------------------------------------
Awards Payouts
- --------------------------------------------------------------------------------------------------------------------------------
Securities Restricted
Other Under Shares or
Annual Options/ Restricted All Other
Compensa- SARs Share LTIP Compensa-
Salary Bonus tion(2) Granted(3) Units Payouts(4) tion
Name and Principal Position Year ($) ($) ($) (#) (#) ($) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James Doughan(1)(5) 1999 1,077,133 473,938 950,183 376,800 -- -- 6,707,316
President and 1998 1,015,465 476,331 445,311 237,300 -- -- 764,894
Chief Executive Officer 1997 829,778 735,463 965,230 148,916 -- 710,713 --
- --------------------------------------------------------------------------------------------------------------------------------
John W. Weaver(1) 1999 831,695 165,489 257,690 465,500 -- -- 73,542
President and 1998 504,018 165,391 464,898 76,400 -- -- 399,180
Chief Executive Officer 1997 430,562 256,294 147,135 13,600 -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
William H. Sheffield 1999 422,467 136,155 25,901 115,000 -- -- 53,250
Executive Vice-President, 1998 362,241 136,155 21,036 24,400 -- -- 301,750
International Operations 1997 360,596 199,155 -- 13,600 -- -- --
and Corporate Development
- --------------------------------------------------------------------------------------------------------------------------------
Claude Janelle 1999 413,333 126,498 14,278 120,000 -- -- 125,150
Executive Vice-President, 1998 324,639 53,189 7,755 13,000 -- -- 125,150
North American Operations 1997 37,540 -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
David Schirmer(1) 1999 403,616 127,097 25,946 38,400 -- -- 53,485
Executive Vice-President, 1998 368,921 199,685 27,247 24,200 -- -- 314,873
North American Sales 1997 283,345 81,821 15,741 19,117 -- 98,277 --
- --------------------------------------------------------------------------------------------------------------------------------
Paul Planet(1) 1999 315,191 100,973 99,293 34,400 -- -- 44,571
Senior Vice-President, 1998 304,421 166,404 104,745 27,700 -- -- 301,562
Chairman Bridgewater 1997 238,417 71,593 20,690 7,800 -- -- --
Operations & Sales
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These individuals were paid either in part in U.S. dollars or in part by
reference to U.S. dollars. The amounts reported have been expressed in
Canadian dollars, converted at an average annual rate of CDN $1.4857 = U.S.
$1.00 for 1999 and CDN $1.4831= U.S. $1.00 for 1998. For 1997, the rate was
CDN $1.3844 = U.S. $1.00.
(2) The aggregate amount of perquisites and other personal benefits for 1997 to
1999 includes housing loan subsidies, moving allowances, tax equalization
payments, automobile allowances, mortgage subsidies, tax planning and
income tax return preparation, and imputed interest on stock option and
other loans:
(a) The Company made tax instalment payments on behalf of Mr. Doughan and Mr.
Weaver in respect of their work in Canada, and on behalf of Mr. Planet in
respect of his work in the U.K. A large portion of these instalments is
recovered by each of these individuals upon completion of their U.S. income
tax returns and is reimbursed to the Company. The balance of the payments
is absorbed by the Company. The estimated balances for 1999 are as follows:
Mr. Doughan -- $839,420 (1998 -- $375,000 and 1997 -- $925,000); Mr. Weaver
-- $169,370 (1998 -- $430,000 and 1997 -- $71,000) and Mr. Planet --
$59,428 (1998 -- $78,604 and 1997 -- $0).
(3) The numbers appearing in this column represent the number of stock options
and stock appreciation rights ("SARs") granted to the named individuals in
1999.
(4) The amounts in this column represent the payment of benefits accrued until
the date of amalgamation under the Stone-Consolidated Corporation long-term
incentive plan initiated in 1994 which provided for awards composed 50% of
performance units and 50% of phantom shares. This plan has now been wound
up.
(5) A Retirement Compensation Arrangement for Mr. Doughan was approved in 1997
but an amount of U.S. $4.3 million converted at an annual exchange rate of
CDN $1.4857 = U.S. $1.00 was not transferred to a trust fund by the Company
until 1999.
ABITIBI-CONSOLIDATED INC. 9
<PAGE>
Options/SAR Grants During The Most Recently Completed Financial Year
<TABLE>
<CAPTION>
Market Value of
Securities % of Total Securities
Under Options/ Exercise or Underlying
Options/ SARs Base price Options/SARs
SARs Granted to ($ per on the Date of
Granted Employees in Common Grant ($ per
Name (#) Financial Year Share) Common Share) Expiration Date
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Doughan 376,800 13.7 14.40 14.40 January 15, 2009
- --------------------------------------------------------------------------------------------------------------------
J. W. Weaver 300,000 10.9 13.24 13.24 April 13, 2009
165,500 6.0 14.40 14.40 January 15, 2009
- --------------------------------------------------------------------------------------------------------------------
W. H. Sheffield 115,000 4.2 14.40 14.40 January 15, 2009
- --------------------------------------------------------------------------------------------------------------------
C. Janelle 120,000 4.4 14.40 14.40 January 15, 2009
- --------------------------------------------------------------------------------------------------------------------
D. Schirmer 38,400 1.4 14.40 14.40 January 15, 2009
- --------------------------------------------------------------------------------------------------------------------
P. Planet 34,400 1.3 14.40 14.40 January 15, 2009
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Aggregate Option/SAR Exercises During The Most Recently Completed Financial Year
and Financial Year-End Option/SAR Values
<TABLE>
<CAPTION>
Unexercised Value of Unexercised
Options/SARs in-the-Money Options/
Securities at Financial SARs at Financial
Acquired Aggregate Year-End Year-End
on Value (#) ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable(1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Doughan -- -- 404,953/554,775 -/970,260
- -------------------------------------------------------------------------------------------------------
J. W. Weaver 46,800 -- 82,260/528,240 -/1,548,163
- -------------------------------------------------------------------------------------------------------
W. H. Sheffield -- -- 47,550/138,740 -/296,125
- -------------------------------------------------------------------------------------------------------
C. Janelle -- -- 3,250/129,750 -/309,000
- -------------------------------------------------------------------------------------------------------
D. Schirmer -- -- 53,088/72,397 -/98,800
- -------------------------------------------------------------------------------------------------------
P. Planet -- -- 32,405/53,795 -/88,580
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the average of the high and low price of the Company's common
shares ($16.98) on December 31, 1999.
10 ABITIBI-CONSOLIDATED INC.
<PAGE>
PENSION PLANS
Both Amalgamating Companies maintained supplementary pension arrangements for
their senior management groups. The two approaches differed widely in many
aspects such as vesting, death benefits, non-competition provisions and security
arrangements.
Abitibi-Price Inc. used individual agreements that credited 10% plus 2% for
each completed year of service from age 40, multiplied by the average of the
best five years of salary and bonus in the last 10 years, less any other pension
benefits provided by the Company. Normal retirement was at age 65, with early
retirement without actuarial reduction permitted at age 61 with at least 20
years of service.
Stone-Consolidated Corporation sponsored a separate registered pension plan
for executives, and a supplementary plan which together provided a benefit
formula of 2% for each year or part year of service multiplied by the average of
the three best consecutive years of salary plus the average of 75% of the three
best bonuses in the last 10 years, less 1/40th of the Canada or Quebec Pension
Plan benefit for each year of service. Normal Retirement was at age 65, but
early retirement was available with an actuarial reduction at age 55, or without
reduction at age 60 with at least 20 years of service.
Effective January 1, 1999, a new plan was put into effect, having the
following features:
o Pension benefits are calculated and accrued on the basis of the sum of
annual salary plus any annual incentive award earned. Any gains from
long-term incentive plans are not considered to be annual incentive awards
for the purpose of pension benefits.
o Benefits are accrued under the terms of a separate executive registered
plan and a supplementary executive retirement plan. The intent of these
plans is to provide a combined pension at normal retirement, age 65, that
is equal to 2% of the average annual compensation multiplied by the years
of credited service, to a maximum of 70% of such earnings. Compensation is
based on the average of the highest five consecutive years of base salary
within the last ten years of service plus the average of the five highest
annual cash awards paid pursuant to the short-term incentive awards plan
within the last ten years of service. Bonuses paid under other plans and
the value of any bonuses given in the form of stock options under the
annual incentive awards plan, are not recognized for purposes of
calculating benefits under the new pension arrangements.
ABITIBI-CONSOLIDATED INC. 11
<PAGE>
o No benefits accrue beyond the normal retirement date. A member can elect
early retirement without actuarial reduction upon attaining age 58, with at
least 80 points of combined age and service. Reduced early retirement
benefits are available at age 55 with at least two years of service.
o Pension benefits are payable for life, and for participants are in the form
of a 50% joint and survivor benefit. The benefit may be taken in another
form involving either minimum term of payment guarantees or a different
combination of benefits to a surviving spouse, subject to actuarial
adjustment.
As of December 31, 1999, completed years of service credited to each Named
Executive Officer under the terms of the registered and supplementary plans
were:
Years of Pensionable Service
<TABLE>
- --------------------------------------------------
<S> <C>
J. Doughan(1) 20.7
J.W. Weaver(2) 16.0
W.H. Sheffield(2) 16.0
C. Janelle 29.9
D. Schirmer 20.9
P. Planet(2) 21.9
- --------------------------------------------------
</TABLE>
(1) As part of Mr. Doughan's retirement arrangement in 1999, he was granted an
additional five years of pensionable service.
(2) During 1999, these individuals transferred to the Company's new pension
plan and were granted an additional five years of pensionable service in
recognition of rights they were previously entitled to under one of the
Company's predecessor pension plans.
Abitibi-Consolidated Inc. Senior Management Retirement Plan Table(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Based on Years of Service at Normal Retirement Date
Average Compensation ($) 15 20 25 30 35
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
400,000 120,000 160,000 200,000 240,000 280,000
600,000 180,000 240,000 300,000 360,000 420,000
800,000 240,000 320,000 400,000 480,000 560,000
1,000,000 300,000 400,000 500,000 600,000 700,000
1,200,000 360,000 480,000 600,000 720,000 840,000
1,400,000 420,000 560,000 700,000 840,000 980,000
1,600,000 480,000 640,000 800,000 960,000 1,120,000
1,800,000 540,000 720,000 900,000 1,080,000 1,260,000
2,000,000 600,000 800,000 1,000,000 1,200,000 1,400,000
2,200,000 660,000 880,000 1,100,000 1,320,000 1,540,000
2,400,000 720,000 960,000 1,200,000 1,440,000 1,680,000
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pension benefits under the registered pension plan for executives are
limited to the maximum amounts permitted under the provisions of the Income
Tax Act of Canada. The table illustrates the amount of annual pension
without regard to such limitation. Amounts of pension benefits which exceed
the maximum permitted under the Income Tax Act are paid to the executive by
the Company.
12 ABITIBI-CONSOLIDATED INC.
<PAGE>
In addition to his regular pension benefits, Mr. Doughan is entitled under his
severance compensation agreement to a lump sum equal to the value of three
additional years of credited service under the pension plan in which he elects
to participate. The value of these additional years of service credit will be
determined on the basis of the following compensation level: the higher of the
aggregate of the base salary and incentive award paid to Mr. Doughan in the 12
month period preceding the amalgamation between Abitibi-Price Inc. and
Stone-Consolidated Corporation, or in the 12 month period preceding the date
that Mr. Doughan's employment terminates.
The amount payable to Mr. Doughan pursuant to the terms of his severance
compensation arrangement was transferred in 1999 to a trust fund in respect of
the Retirement Compensation Arrangement for Mr. Doughan.
Severance Arrangements
The Company has severance agreements with the Named Executive Officers which
provide that a Named Executive Officer may sever his relationship upon the
occurrence of a change of control, as defined in the agreement, followed by a
material change in his duties, including but not limited to a requirement to
re-locate.
For those Named Executive Officers who were Abitibi-Price Inc. executives
and who remained in the employ of the Company, changes have been made to their
severance agreements entitling them to receive payments equal to a maximum of
three times their annual remuneration upon severance. These changes were made so
as to accord like benefits to all Named Executive Officers and to ensure
consistency and fairness of treatment amongst them whether formerly employed by
Abitibi-Price Inc. or Stone-Consolidated Corporation.
Indebtedness of Directors, Executive Officers and Senior Officers
The aggregate indebtedness to the Company and its subsidiaries of all directors,
executive officers, senior officers and employees was approximately $8,068,902
as of February 28, 2000.
As of February 28, 2000, the aggregate indebtedness to the Company of all
current and former officers, directors and employees of the Company incurred in
connection with the purchase of securities of the Company was approximately
$4,921,014. Under the Company's stock option plan, certain eligible employees
who elect to purchase optioned common shares (excluding those granted in partial
satisfaction of annual incentive awards) are entitled to receive a loan from the
Company in an amount equal to the purchase price of such common shares. Interest
is charged at the lesser of the prevailing prime rate or the amount of dividends
attributable to ownership of the common shares. The common shares are held as
security until the loan is repaid.
The following table sets forth the indebtedness, other than routine
indebtedness, to the Company and its subsidiaries of all directors, executive
officers and senior officers.
ABITIBI-CONSOLIDATED INC. 13
<PAGE>
<TABLE>
<CAPTION>
Financially
Largest Amount Assisted
Outstanding Securities
during Last Purchases
Completed Amount during Last Security for
Involvement Financial Outstanding as of Completed Indebtedness as of
Name and of Issuer Year (1999) February 28, 2000 Financial Year February 28, 2000
Principal Position or Subsidiary ($) ($) (# of shares) (# of shares)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Doughan(1) Housing 738,250 -- -- --
President and Assistance
Chief Executive Officer Loan
- -----------------------------------------------------------------------------------------------------------------------------------
R.Y. Oberlander Loans to 1,556,493 1,556,493 24,000 96,100
Chairman of the Board Purchase Shares
- -----------------------------------------------------------------------------------------------------------------------------------
J.W. Weaver Loans to 1,228,294 1,228,294 46,800 61,600
President, and Chief Purchase Shares
Executive Officer
- -----------------------------------------------------------------------------------------------------------------------------------
D. Schirmer, Housing 210,511 180,798 -- --
Executive Vice-President, Assistance
North American Sales Loan
- -----------------------------------------------------------------------------------------------------------------------------------
J.-C. Casavant(1) Loans to 418,156 418,156 -- 29,400
Senior Vice-President, Purchase Shares
Organizational Leadership
& Innovation
- -----------------------------------------------------------------------------------------------------------------------------------
P. Planet(2) Housing 377,727 377,727 -- --
Senior Vice-President, Assistance
Chairman, Bridgewater Loan
Operations & Sales
- -----------------------------------------------------------------------------------------------------------------------------------
J. Vachon Loans to 30,225 30,225 1,560 1,560
Senior Vice-President Purchase Shares
and Corporate Secretary
- -----------------------------------------------------------------------------------------------------------------------------------
B.J. McGroarty(1) Loans to 622,520 105,375 -- 6,000
President, Office Purchase Shares
Products Division
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These individuals are former officers of the Company.
(2) These amounts represent outstanding interest free housing loans of U.S.
$150,000 for Mr. Schirmer and U.S. $250,000 for Mr. Planet. The amounts
will be repaid over a period of 15 and 10 years, respectively.
14 ABITIBI-CONSOLIDATED INC.
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
Human Resources and Compensation Committee Report on Executive Compensation
It is the responsibility of the Human Resources and Compensation Committee (the
"Committee") to make recommendations to the Board of Directors on all major
compensation policies of the Company and to oversee and administer all aspects
of compensation and career development for its officers and senior managers. The
Committee also initiates, jointly with the Corporate Governance Committee, a
review by the Board of Directors of the remuneration and performance of the
President and Chief Executive Officer.
Members of the Committee are Pierre Cote, H. Earl Joudrie, Charles Perrault
and John A. Tory (Chairman). These members are neither employees nor former
employees of the Company. The Committee may invite the Chairman and/or the
President and Chief Executive Officer to attend meetings to provide advice and
consultation as required. The key functions of the Committee are described in
the disclosure entitled "Corporate Governance Practices" set out below.
The Committee has established compensation programs for executives of the
Company designed to support the Company's goal of being the world's preferred
marketer and manufacturer of papers for communication by creating a strong link
between the interests of the shareholders, the Company's financial performance
and the total compensation of the Company's executives.
Ongoing Compensation
The executive compensation philosophy and strategy recognizes the fundamental
value added by a highly skilled and committed management team. The skills and
impact of this group are essential for the successful management of the Company
and vital to the formulation and implementation of its strategic plan. The
compensation package has been designed to meet the following objectives:
o to attract team members who have superior management ability, insight and
judgment;
o to retain valued members of the executive team throughout the normal
business cycles typical within the forest products industry;
o to ensure executives recognize the close link between their personal
interest and the creation of shareholder value; and
o to motivate and reward members of the executive group for achieving the
short-term and long-term results which will contribute to the future
prosperity of the Company and its shareholders.
The Company has developed an ongoing executive compensation package
comprised of four principal components: salary, annual incentives, long-term
incentives, and a program of benefits and perquisites.
ABITIBI-CONSOLIDATED INC. 15
<PAGE>
In addition, effective January 1, 2000, the Company has introduced the
following changes to its executive compensation program in order to better align
the interests of senior management and shareholders:
(a) Stock Ownership Guidelines - The Company has implemented stock ownership
guidelines for designated executive personnel requiring them to attain
target levels of ownership within certain prescribed times. The Chief
Executive Officer will be required to own common shares of the Company with
a value equal to two times his current annual salary within five years.
Other senior executives will be required to own common shares of the
Company with a value of either one or one-half times their annual salary
within five or seven years, depending on their grade level and the number
of Hay points associated with their position. The Hay point system is an
objective method of evaluating the relative contributions, importance and
difficulty of positions within the Company. These guidelines will apply to
any individuals subsequently hired or appointed to assume such positions
and the target levels of ownership will vary with changes in an executive's
salary.
(b) Deferred Share Unit Plan - The Company has established a deferred share
unit plan for designated executives. Under the terms of this plan,
executives can elect to have a portion of their annual incentive paid to
them in the form of deferred share units ("DSU"). Each DSU is equivalent in
value to a common share of the Company and is credited with dividends when
shareholders receive dividends from the Company. A DSU is paid to an
executive upon termination of employment and is payable in the form of
either cash or common shares of the Company which are purchased on the open
market. A DSU will be treated as a share for purposes of determining
whether an executive has met the applicable stock ownership guideline.
(c) Long-Term Incentives - The Company has established a performance share unit
plan which places an emphasis on pay for performance. Performance is
measured on the basis of an annualized rate of return measured over a three
year performance period. Performance is based on a total shareholder return
("TSR") which reflects share price appreciation and re-investment of
dividends. Performance Share Units are earned on the basis of the Company's
TSR ranking measured against the TSR of comparable companies. Payments to
executives are based on the number of units earned multiplied by the market
value of the Company's common shares at the end of the three year
performance period. At the employee's discretion, payments may be made
entirely in common shares purchased on the open market or 50% in common
shares and 50% in cash.
(d) Stock Option Plan - The Company has changed the loan program associated
with the Company's stock option plan. Previously all employees who received
a stock option grant were eligible for a loan upon exercise of the option.
This program will be phased out by April 1, 2003. Effective April 1, 2000
only designated executives will be eligible to participate in the
16 ABITIBI-CONSOLIDATED INC.
<PAGE>
loan program associated with the stock option plan and the repayment term
will be reduced from the current term of fifteen years to seven years.
Salary
Salary ranges for the President and Chief Executive Officer and other senior
officers are based on salaries paid for positions similar in magnitude, scope
and complexity by major Canadian and U.S. organizations. Companies were selected
for competitive benchmarking because of business similarity, geographic breadth
of operations, size and because they represent the primary market for the key
skills and attributes needed by the Company at the executive level. The
Committee reviews the salary of each executive annually and makes adjustments
within the salary range in order to maintain a competitive position within this
marketplace. Compensation for the President and Chief Executive Officer is
subject to the same annual review, peer position comparisons, and evaluation
criteria that are applied to the compensation of the Company's other senior
officers. Special emphasis is placed by the Committee on the performance of the
President and Chief Executive Officer with respect to strategic planning and the
creation of shareholder value.
Annual Incentives
For the senior officers of the Company, including the Named Executive Officers,
it is the Committee's policy to tie annual incentive compensation to corporate
results and individual performance.
The annual incentive amount payable to the Named Executive Officers is
based entirely or in part on specific, objective performance measures. These are
the key performance criteria that indicate whether or not, and to what degree,
annual objectives have been achieved by each operating unit and the Company as a
whole. These targets are reviewed annually.
Maximum bonuses payable to senior officers in the Company's annual
incentive plan are as follows:
<TABLE>
<CAPTION>
Maximum Bonus
Participants (% of Salary)
- --------------------------------------------------------
<S> <C>
President and Chief Executive Officer 100%
Executive Vice-Presidents 70%
Executives with 2000 or more Hay
Points associated with their position 60%
Executives with 1780-1999 Hay Points
associated with their position 50%
Vice-Presidents Corporate 50%
</TABLE>
The annual incentive plan is a cash-based plan, but the Committee has
discretion in its recommendations to the Board of Directors as to how much of
the annual bonus earned is to be paid in cash (a minimum of 25%) or in the form
of stock options in lieu of cash.
In years when only part of the earned annual incentive is paid in cash, the
Committee will recommend to the Board a grant of a number of stock options to
these senior officers. These options will have no cash value when granted, but
will acquire value as the price of the Company's stock increases. Half of the
options are vested immediately and the remaining half are vested one year later.
Options, once vested, may be exercised at any time prior to ten years after the
date of grant.
ABITIBI-CONSOLIDATED INC. 17
<PAGE>
Long Term Incentives
The Company also grants stock options to senior managers as a long-term
incentive to retain and motivate the senior managers to take actions that
enhance shareholder value. The Company's stock option plan serves to bind the
interests of the senior managers, and thereby reward teamwork and cooperation.
Under the plan, options may be granted by the Board of Directors on the
recommendation of the Committee to key executive and management personnel for
the purchase of common shares of the Company at prices equal to the market price
of the common shares on the date that the options are granted. For the purposes
of the plan, market price is defined as the average of the highest and lowest
share price as reported for the five business days immediately preceding the
grant date on the principal Canadian exchange on which the common shares were
traded. The number of options to be issued to each senior manager is based on
benchmarking within the North American industry, on the advice of an independent
consulting firm.
The options are exercisable during a period not exceeding ten years from
the date that the options were granted. Participants are given the right to
exercise issued options at the rate of 25% of the number of options on each of
the first four anniversary dates of the grant. Under the plan, a participant who
elects to purchase optioned common shares (excluding those granted in partial
satisfaction of annual incentive awards) is entitled to receive a loan from the
Company in an amount equal to the purchase price of such common shares. Interest
is charged at the lesser of the prevailing prime rate or the amount of dividends
attributable to ownership of the common shares. The common shares are held as
security until the loan is repaid. Options can also be exercised in the form of
a stock appreciation right.
Unexercised options are not treated as shares for purposes of determining
whether an executive has met the applicable stock ownership guideline.
18 ABITIBI-CONSOLIDATED INC.
<PAGE>
Synergy Achievement Compensation Plan
The Company implemented a Synergy Achievement Compensation Plan to reward
employees who played a strategic implementation role in achieving annualized
synergies as part of the amalgamation of Abitibi-Price Inc. and
Stone-Consolidated Corporation. Approximately 300 employees were eligible to
earn significant bonuses if the Company achieved annualized synergies in excess
of $100 million, in increasing amounts until the stretch target of $200 million
in annualized synergies was achieved. Synergy compensation payments were made on
the basis of total synergies achieved by the Company during the period from
June, 1997 to August, 1999 (the "Entitlement Period"). Synergies included in any
calculation for compensation payment were based on economic advantages or cost
savings to the Company as demonstrated in three consecutive monthly run-rates
during the Entitlement Period. The synergy compensation payment ranged from 25%
to 100% of the participant's salary depending on the categorization of the
participant and the level and nature of synergies achieved. By April 1999, the
Company had achieved its stretch target of $200 million in annualized savings in
three consecutive monthly run-rates. In July 1999, the Company expensed $14.2
million for the final synergy incentive payments made. The total payments made
under this plan were $33.3 million.
Management Development
The Company has in place programs to ensure that the organization has the right
people in the right places with the skills to formulate and implement its
strategic plan and to operate the Company at the best level in the industry on a
continuing basis. Over the years the Company has developed a strong succession
plan as evidenced by the Company's decision in 1999 to promote Mr. John W.
Weaver, formerly the Executive Vice-President and President of Newsprint
Operations and Sales, to the position of President and Chief Executive Officer
of the Company.
ABITIBI-CONSOLIDATED INC. 19
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph shows the yearly percentage change in the
cumulative total shareholder return on the Company's common shares compared with
the cumulative total return of the TSE 300 Stock and the TSE Paper and Forest
Products Indices.
CUMULATIVE TOTAL RETURN
(dollars)
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]
<TABLE>
<CAPTION>
Dec. 1994 Dec. 1995 Dec. 1996 Dec. 1997 Dec. 1998 Dec. 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Abitibi-Consolidated Inc.(1) $100 $119 $134 $147 $107 $137
TSE 300 $100 $115 $147 $169 $166 $219
TSE Paper & Forest Index $100 $ 97 $106 $ 94 $ 84 $126
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The cumulative total return for the Company for December, 1994 to December,
1999 inclusive has been calculated by averaging the cumulative growth rates
for the Amalgamating Companies, where applicable. The cumulative total
shareholder return assumes reinvestment of dividends in Canadian dollars.
20 ABITIBI-CONSOLIDATED INC.
<PAGE>
REPORT OF THE CORPORATE GOVERNANCE COMMITTEE
Abitibi-Consolidated Inc. has always believed that the creation of comprehensive
and open corporate governance practices should be of paramount importance for
all our stakeholders. Over the past year, representatives from both the Board
and management, under the leadership of the Chairman of the Board, have
initiated a process specifically aimed at ensuring that the Company's corporate
governance practices:
o are on the leading edge in aligning the interests of directors, management
and shareholders alike,
o meet and exceed the legal requirements as established by the various
exchanges where our stock is listed, and
o are but one of many tools supporting the Board of Directors in leading the
Company towards achieving its vision of becoming the world's preferred
marketer and manufacturer of papers for communication.
While the Company believes its current corporate governance practices, as
described hereafter, are extensive, there is always room to do better. As a
result and in keeping with the value of "continuous improvement", over the
coming months a number of changes in the Company's corporate governance
practices will be put in motion, all designed to foster greater accountability,
innovation and effectiveness.
So where are we headed as we begin the next millennium? The Company is
committed to "filling in the gaps" where some of its practices can be improved
and specifically, our shareholders will see:
o a Board of Directors and Board committee structure with more diversity of
age and skills, representing as much as possible the true international
nature of the Company,
o a Board and committee structure with renewed emphasis on suitable selection
criteria, rotation of members and term limits, where appropriate, to assist
the directors in more effective decision-making,
o an improved evaluation process for the Board as a whole and for directors
individually, emphasizing the belief that being a director means
contributing in an ongoing and meaningful way, and
o a change in the compensation philosophy that increases a director's equity
stake in the Company in order to further align the interests of our
shareholders with those of the Board.
You have my assurance that the Board of Directors is committed to moving in
this direction rapidly, in order to support and empower the Company's new
management team. I look forward to the changes that are in store and trust that
they will help serve you, our shareholders, better.
/s/ Richard Drouin
Richard Drouin
Chair
Corporate Governance Committee
ABITIBI-CONSOLIDATED INC. 21
<PAGE>
CORPORATE GOVERNANCE PRACTICES
Both the Board of Directors and management recognize the inherent value of
having appropriate structures and procedures in place to ensure that the Board
can function independently of management. Good corporate governance is central
to the prudent operation of corporations and to this end, the Company has
adopted several policies aimed at ensuring the effectiveness of the process and
structure used to direct and manage the Company while enhancing shareholder
value.
The Company's Board of Directors has officially adopted a formal document
called Principles and Practices which outlines the details of the Board's goals,
responsibilities, composition, size and manner of operation.
Responsibilities of the Board
The Board recognizes it is responsible for the stewardship of the business and
affairs of the Company by reviewing, discussing and approving the Company's
strategic direction and organizational structure, and supervising management to
ensure that these factors enhance and preserve the underlying value of the
Company for the benefit of all stakeholders.
The Board of Directors discharges its responsibilities both directly and
through its committees. The Board has retained specific authority to grant final
approval with respect to each of the following matters, in addition to those
that require Board approval under applicable law:
(a) the strategic direction of the Company, including the three-year plan;
(b) material contracts, acquisitions or dispositions of the Company's assets;
(c) the annual business plan, operating and capital budgets; and
(d) President and Chief Executive Officer and senior executive hiring,
performance evaluation, compensation, and succession plans.
The Board of Directors from time to time delegates to senior management the
authority to enter into certain types of transactions, including financial
transactions, subject to specified limits. Investments and other expenditures
above the specified limits, and material transactions outside the ordinary
course of business are reviewed by and subject to the prior approval of the
Board.
As part of the strategic planning process, the Board reviews, to the extent
possible from management's reports, the principal opportunities and risks of the
Company's business plan. The Board monitors the integrity of corporate internal
control procedures and management information systems to manage such risks and
ensure that the value of the underlying asset base is not eroded. The
performance of management is also supervised to ensure that the affairs of the
Company are conducted in an ethical manner. Throughout the year, the Board holds
meetings where management is invited to present their recommendations on
developments and issues of current relevance related to the Company's products
and/or services and to respond to questions. The Board receives systematic
updates at such regular meetings as to the Company's lines of
22 ABITIBI-CONSOLIDATED INC.
<PAGE>
business, their strategy and performance. In addition, each year the Board holds
a separate session dedicated to discussions of key strategic issues. Additional
meetings are held from time to time as deemed necessary. There have been twelve
meetings of the Board during 1999.
Composition of the Board
Board size is currently authorized by shareholders to be between three and
twenty-one. The Board now consists of thirteen members. The Board believes the
number of Board members should be large enough to allow the directors to benefit
from the wide variety of ideas and viewpoints which are represented on the Board
and its committees, but without compromising the communication among the
directors and between the directors and management. The Board has established a
number of committees to facilitate the flow of information concerning the
Company to the directors, and to monitor the efficiency of management's
decisions and the development of management's expertise. The Company currently
has a chairman who is not a member of management and who is responsible for
ensuring the Board properly discharges its duties, independently of management.
In its recruitment of new directors, the Company also conducts a comprehensive
education and orientation program for such directors, by distributing
appropriate written materials and holding meetings with other board members and
the senior management team.
The Company has no shareholder that has the ability to exercise a majority
of the votes for the election of the Board.
Pursuant to the terms of the support agreement entered into between the
Company and Donohue (as described more fully in the Offers to Purchase), upon
taking up and paying for Donohue's shares, the Company has agreed to
reconstitute its Board of Directors such that it is comprised of nominees of
Donohue representing 25% of the members of the Board (one of whom will be Mr.
Michel Desbiens, who will serve as Chairman of the Board). The Company has
further agreed to include in the slate of proposed nominees for election to the
Board of Directors (to be comprised of not more than twelve persons) at
subsequent meetings of the Company's shareholders the three persons originally
designated by Donohue (or two or no persons if, on the date of any management
proxy circular prepared in connection with any such meeting Quebecor no longer
has an economic interest in at least 5% or 2%, respectively, of the outstanding
shares of the Company). Regardless of Quebecor's continuing economic interest in
the Company's shares, Mr. Desbiens will be included in the slate of proposed
nominees for election as a director of the Company at the next two annual
meetings of the Company's shareholders. In addition to Mr. Desbiens, the other
nominees of Donohue are Mr. Pierre-Karl Peladeau and Mr. Charles-Albert
Poissant.
In the event that all necessary regulatory approvals for the acquisition
have been received prior to the date of the Meeting, the term of office of the
Donohue representatives on the Board shall commence as of the day the Company
takes up and pays for the shares of Donohue tendered in response to the
Company's offer. In the event that all necessary regulatory approvals for the
acquisition have not been received prior to the date of the Meeting, the
nomination of the Donohue representatives for election to the Company's Board
shall be conditional on the receipt of all such approvals. Upon receipt of such
approvals, the term of office of the Donohue representatives on
ABITIBI-CONSOLIDATED INC. 23
<PAGE>
the Board shall commence as of the day the Company takes up and pays for the
shares of Donohue so tendered.
In the event that the Company, for any reason, does not take up and pay for
any of Quebecor's Donohue shares pursuant to the agreement referred to herein,
the Company will not put forth the Donohue nominees for election to the
Company's Board of Directors. In this case, the Board of Directors may appoint
one or more additional directors to hold office for a term expiring not later
than the close of the next annual meeting of shareholders, but the total number
of additional directors so appointed cannot exceed one-third of the number of
directors elected at the Meeting.
The Board has reviewed its membership and has determined that twelve of the
directors are "unrelated" directors. An "unrelated" director is a director who
is independent of management and free from any interest in any business or other
relationship which could, or could reasonably be perceived to, materially
interfere with the director's ability to act in the best interests of the
Company, other than interests in relationships arising from shareholding. John
W. Weaver, the President and Chief Executive Officer, is a "related" director
because he is an employee of the Company.
Role of the Chairman
The Chairman of the Board of Directors is charged with the responsibility of
ensuring the efficient operation of the Board and its committees. As an
ex-officio member of each Board committee, one of the Chairman's principal
duties is to properly evaluate the effectiveness of the Board committee
structure and the quality of management's work that is presented in support of
the Board's decision making process.
Committees of the Board
To facilitate the fulfillment of some responsibilities and to assist its
decision making, the Board of Directors has formed several committees to review
in greater depth specific areas of its mandate. These committees are appointed
annually and in addition, the Board may appoint ad hoc committees periodically
as may be needed. To assist in discharging their responsibilities where needed,
the Company has a practice of permitting the Board, any committee thereof and
any individual director to engage independent, external advisors at the expense
of the Company.
The Board is responsible for the establishment and functioning of all Board
committees, the appointment of members to serve on such committees, their
compensation and their good standing. At regularly scheduled meetings of the
Board, the directors receive, consider and discuss Board committee reports. All
committees of the Board are entirely comprised of "unrelated" directors.
While the following is a general description of the composition and general
duties of each Board committee as contained in its mandate as of the year ended
December 31, 1999, the Corporate Governance Committee is currently leading the
process of reviewing such mandates. The composition of such committees will be
changed accordingly to reflect the election of Donohue's current nominees to the
Board of Directors (as set forth above) subsequent to the Company taking up and
paying for the Donohue shares tendered. The Board of Directors and management
have also decided that effective after the date of the Meeting, the Finance
Committee will be discontinued and all matters previously within its mandate
will be brought before the entire Board of Directors.
24 ABITIBI-CONSOLIDATED INC.
<PAGE>
(1) Audit Committee
The Audit Committee approves the release of interim Company-prepared financial
statements and reviews all annual audited financial statements with management
and the external auditors. After satisfying itself as to the fairness,
consistency and timeliness of the annual financial statements, the Committee
recommends their approval by the Board. The Audit Committee also reviews the
selection of and changes in accounting policies and satisfies itself as to the
effectiveness of: (a) the audit plan developed by the Company's external
auditors, and (b) control systems and procedures developed and implemented by
the Company's internal audit department. The Committee meets regularly with both
internal and external auditors, with and without management, to consider the
results of their audits (including appropriate internal controls) and to review
management's financial stewardship. In this role, the Committee provides a
channel of communication between the Board and the auditors. The Committee also
recommends to the Board the selection of the Company's external auditors for
appointment by the shareholders. The Committee has been responsible for
reviewing the Company's program to prepare for and deal with the contingencies
in relation to year 2000 information technology and process control issues.
Finally, the Committee oversees the Company's continuing compliance with
financial disclosure obligations.
Chair: David A. Ward
Members: Arnold F. Brookstone, Richard Drouin and Gordon C. Gray
(2) Corporate Governance Committee
The Committee is responsible for the development, maintenance, and disclosure of
the Company's corporate governance practices including conducting a review of:
(a) committee mandates, and (b) the structure of the Board and its committees.
It is also responsible for developing criteria governing the size and overall
composition of the Board and this year, has played an integral role in the
search conducted for new Board candidates with suitable and balanced
qualifications for election or appointment as directors. The Committee
co-ordinates an annual effectiveness evaluation of the Board as a whole,
including the committees of the Board and beginning this year, the contribution
of individual directors as well. All issues identified through this evaluation
process are then discussed by the Corporate Governance Committee and are
reported to the Board. The Committee is also responsible for recommending the
proper form and adequacy of remuneration for directors to ensure that it is a
realistic reflection of the responsibilities and risk involved in being an
effective director. Finally, it also has the responsibility for annually
initiating, jointly with the Human Resources and Compensation Committee, a
discussion at the Board level on the performance evaluation and remuneration of
the President and Chief Executive Officer.
Chair: Richard Drouin
Members: Pierre Cote and John A. Tory
ABITIBI-CONSOLIDATED INC. 25
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(3) Environmental, Health and Safety Committee
The mandate of the Environmental, Health and Safety Committee is to review the
adequacy of the environmental, health and safety ("EHS") programs and
performance of the Company and where appropriate, report or make recommendations
on significant issues to the Board of Directors and/or management. Specifically,
the Committee reviews the Company's EHS vision, policies, strategies and
objectives and the adequacy of resources directed to such matters. The Committee
also approves and monitors the Company's overall EHS management systems, and
practices designed to ensure ongoing compliance with applicable policies, laws
and regulations. Reviewing outstanding and potential liabilities for EHS
matters, including non-compliance with laws and regulations, third party claims,
clean-up of contaminated sites and decommissioning of discontinued businesses,
and ensuring that adequate financial provisions are made for such liabilities is
also part of the Committee's role. The Committee further reviews with management
all significant environmental incidents or occupational accidents at the
Company's operations and any events of material non-compliance, and approves the
Company's programs for EHS auditing. Finally, the Committee is also charged with
monitoring the Company's relationships with external EHS regulatory authorities
and stakeholders and approving public disclosure documents on the Company's EHS
performance.
Chair: Gordon C. Gray
Members: Fredrik S. Eaton and H. Earl Joudrie
(4) Finance Committee
The Finance Committee provides a review of the following: the Company's
financial strategy and capital structure and their consistency with the overall
strategy of the Company; major investments or divestitures by the Company
including capital expenditures and major acquisitions or dispositions of
significant assets; major financing; share repurchase programs and changes in
dividend policy; policies for the use of derivatives; and the Company's foreign
exchange policy. In addition, the Committee is responsible for overseeing the
Company's annual budgeting process.
Chair: C. Edward Medland
Members: Allan H. Michell and David Ward
(5) Human Resources and Compensation Committee
The Human Resources and Compensation Committee's mandate is to develop an
executive compensation strategy to attract and retain senior managers and
motivate them to achieve superior results. The Committee oversees all
compensation and human resource matters including the administration of the
Company's stock option plan and reviews and recommends to the Board all
significant benefit plans applicable to the Company's employees and any
amendments thereto. The Committee is also responsible for reviewing and
approving a general salary structure for senior management, ensuring it is
competitive and aligned with shareholder interests. The Committee annually
reviews management's plans and activities for development of key managerial
personnel, including a review with the Chief Executive Officer of the essential
elements of short-term and long-term senior management succession planning. The
Committee is responsible for annually initiating, jointly
26 ABITIBI-CONSOLIDATED INC.
<PAGE>
with the Corporate Governance Committee, a review at the Board level of the
performance and remuneration of the President and Chief Executive Officer.
Chair: John A. Tory
Members: Pierre Cote, H. Earl Joudrie and Charles Perrault
(6) Pension Committee
The Pension Committee is responsible for the supervision of all aspects of the
management of the Company's pension plans and the administration and investment
of the related pension funds in accordance with applicable legislation. The
Committee supervises the determination and review of funding policy, investment
policies and goals and the selection and supervision of investment managers,
trustees and actuaries. The Committee monitors investment performance and
compliance of fund investments with applicable legislation and established
investment policies and goals. Finally, the Committee reviews all internal
controls and approves the pension audit reports, financial statements and plan
expenses.
Chair: Charles Perrault
Members: Arnold F. Brookstone, Fredrik S. Eaton, C. Edward Medland and Allan H.
Michell
Addressing the Gaps
While the Company believes that its corporate governance practices are both
comprehensive and effective, we have identified a need to create clearer
position descriptions for the Board and the Chief Executive Officer to better
delineate the roles and responsibilities of the Board and management. The
Company expects to address this in the near future with the adoption of a more
comprehensive "charter" for the Board of Directors.
ABITIBI-CONSOLIDATED INC. 27
<PAGE>
Board Expectations of Management
The information which management provides to the Board is critical to the
effective functioning of the Board. The directors must have confidence in the
data gathering, analysis and reporting functions of management. The Corporate
Governance Committee monitors the nature of the information requested by and
provided to the Board so that it is able to determine if the Board can be more
effective in identifying opportunities and risks for the Company.
The Board does not believe that it is appropriate for it to be involved in the
daily management and functioning of the Company. It expects that management will
be responsible for the effective, efficient and prudent management of the
Company subject to the Board's stewardship responsibilities. The Board expects
management of the Company to meet the following key objectives:
(a) to report to the Board in a complete, accurate and timely fashion, on the
business and affairs of the Company generally, and on any individual
matters that management considers to be of material or significant
consequence for the Company and its stakeholders;
(b) to take timely action with respect to, and make all appropriate decisions
required by the Company's operations in accordance with all applicable
legal or other obligations and within the framework of the corporate
policies in effect, with a view towards enhancing shareholder value;
(c) to conduct a comprehensive annual budgeting process under the guidance of
the Board and to monitor closely the Company's financial and operating
performance in conjunction with the annual business plan approved by the
Board;
(d) to review on an ongoing basis, and subject to ultimate Board supervision,
the Company's short-term and long-term strategies and their implementation
in all key areas of the Company's activities in light of, among other
factors, evolving market conditions, technology, and governmental
regulations; and
(e) to implement appropriate policies and procedures to assure a high level of
conduct and integrity of the Company's management and employees.
28 ABITIBI-CONSOLIDATED INC.
<PAGE>
Shareholder/Investor Communications and Feedback
The Company has an Investor Relations Department (the "Department") that is
responsible for facilitating the two-way communication between senior management
and the Company's current and potential shareholders and financial analysts:
(a) In its communication to shareholders, the Department's role is to ensure
clear and direct communication of the Company's performance, actions and
strategy to all shareholders and to others in the investment community.
This communication is disseminated through annual and quarterly reports,
the annual meeting and frequent investor presentations. On a regular basis,
the Department receives and responds to all shareholders' inquiries in an
appropriate, timely and conscientious fashion; and
(b) In its communication to management, the Department provides feedback from
the shareholders to senior management and the Board, where appropriate. The
Department regularly encourages shareholders to voice their comments,
concerns and suggestions.
Interest of Insiders in Material Transactions
No director or senior officer of the Company, no person who beneficially owns,
directly or indirectly, more than 10% of any class of common shares of the
Company and no associate or affiliate of the foregoing persons has any material
interest in any transaction or any proposed transaction which has materially
affected or will materially affect the Company or any of its subsidiaries.
Sale by Stone Container
In April, 1999, Stone Container Corporation and its wholly-owned subsidiaries
sold all of the remaining shares held in the Company.
Compensation of Directors
The Company pays each director who is not also a salaried officer or an employee
of the Company an annual retainer of $18,000, plus $1,200 per meeting of the
Board of Directors. Committee members are paid a fee of $1,200 per meeting and
the Chairman of each of the committees of the Board receives an annual retainer
of $3,000. In addition, such directors are reimbursed for their reasonable
expenses in connection with such meetings and are provided with insurance
coverage in the event of accidental death or dismemberment.
All non-employee directors who have served on the Company's Board for five
or more years (including time served on the boards of one of the Amalgamating
Companies) are entitled to receive a retainer following retirement from the
Board, equal to 50% of the annual base retainer in effect during the year of
retirement, plus 10% of such annual retainer for each year of service in excess
of five, up to a maximum of 100% of the annual base retainer ("Retirement
Retainer"). The Retirement Retainer will be paid for a period of five years
following retirement.
Under a Directors' Share Award Plan ("Award Plan") compensation in common
shares of the Company purchased in the market of approximately $10,000 may be
awarded annually to each non-employee director at the discretion of the Board.
ABITIBI-CONSOLIDATED INC. 29
<PAGE>
Non-employee directors are also given the option to receive all or a part
of their annual retainer, meeting fees and awards under the Award Plan in the
form of deferred share units pursuant to a Deferred Share Unit Plan for
Non-Executive Directors ("Deferred Plan"). Under the Deferred Plan, the number
of units to be credited quarterly to each participating director's account is
determined by dividing the amount elected by a director to be received as
deferred share units, by the market value of a common share on the crediting
date. After termination of Board service, a director will receive an amount
equal to the number of deferred share units credited to their account (including
the value of dividends, if any, as if reinvested in additional units) multiplied
by the then market value of the common shares. During 1999, 19,498 deferred
share units were credited to the respective accounts of the directors who
elected to participate in this plan.
In keeping with the Company's commitment to continually adopt progressive
and accountable corporate governance practices, the Company's director
compensation policy was reviewed in 1999 against several U.S. and Canadian peer
group companies. In keeping with emerging market trends, the Company has decided
that effective after the date of the Meeting:
o U.S. resident directors will be paid in U.S. funds given that director
compensation is considerably higher in the U.S. than in Canada, even on a
nominal dollar basis,
o the Retirement Retainer will no longer be extended to any newly elected or
appointed directors given the emphasis shift from employee-type benefits to
performance-based compensation for directors,
o all non-employee directors will be eligible for travel fees of $1,200 per
meeting which will be paid in the event directors are required to travel
more than three hours by air from their domicile,
o subject to shareholder approval of the Directors' Stock Option Plan, all
non-employee directors will be eligible for an annual grant of 4,000 stock
options in order to increase the equity-based component of their
compensation, and
o all non-employee directors will be required to meet stock ownership
guidelines of three times their annual retainer (which shall be deemed to
include the maximum award under the Award Plan) within five years, in order
to further align director and shareholder interests.
30 ABITIBI-CONSOLIDATED INC.
<PAGE>
Directors' And Officers' Insurance And Indemnification
To the extent permitted by law, the Company has entered into an indemnification
agreement with each of its directors and officers. The Company maintains
directors' and officers' liability insurance which, subject to the provisions
and exclusions contained in the policy, protects the directors and officers, as
such, against any claims made during the term of their office against any of
them for a wrongful act, provided they acted honestly and in good faith with a
view to the best interests of the Company. Such insurance provides for an
aggregate U.S. $75,000,000 annual protection against liability for and
reimbursement of amounts paid. The policy carries a U.S. $500,000 deductible for
each claim made under the indemnification liability coverage of the Company. The
Company paid a premium of $217,465 for the 1999 policy year.
Other Business
The Company knows of no matter to come before the Meeting other than the matters
referred to in the Notice of Meeting.
Availability of Disclosure Documents
The Company will provide any person or company, upon request to the Corporate
Secretary, with a copy of:
(i) its most recent Annual Information Form and Form 10K, together with a copy
of any document or the relevant pages of any document incorporated therein
by reference;
(ii) the comparative financial statements of the Company for the fiscal year
ended December 31, 1999, together with the report of the auditors thereon
and a copy of any interim financial statements of the Company subsequent
to these financial statements;
(iii) the 1999 Annual Report of the Company, which includes management's
discussion and analysis of financial condition and results of operations;
(iv) this Management Proxy Circular, and
(v) the Offers to Purchase.
The contents and the sending of this Management Proxy Circular have been
approved by the directors of the Company. All amounts in this Management Proxy
Circular are expressed in Canadian dollars unless otherwise specified. Unless
otherwise indicated, information contained herein is given as of February 28,
2000.
By Order of the Board
/s/ Jacques P. Vachon
JACQUES P. VACHON
Senior Vice-President & Corporate Secretary
ABITIBI-CONSOLIDATED INC. 31
<PAGE>
APPENDIX A
Text of Resolution
BE IT RESOLVED THAT the Abitibi-Consolidated Inc. Directors' Stock Option Plan
be approved and that the Board of Directors or any officers of the Company are
hereby authorized and empowered to make, execute and deliver any documents or
instruments related to the interpretation, implementation or amendment of the
Plan and to do all such other acts and things as are necessary, advisable or
appropriate to carry out the purposes and intent of this resolution, and any act
or thing heretofore done or document or instrument heretofore executed and
delivered are in all respects approved, ratified and confirmed.
32 ABITIBI-CONSOLIDATED INC.
<PAGE>
This proxy circular was printed on
Alternative Offset(TM) paper manufactured by
Abitibi-Consolidated's Beaupre Division using
its ultra high-yield pulping process.
ABITIBI-CONSOLIDATED INC.
<PAGE>
ABITIBI
[LOGO] CONSOLIDATED
<PAGE>
Abitibi-Consolidated Inc. Proxy
This Proxy is solicited by the management of Abitibi-Consolidated Inc. in
conjunction with the Annual and Special Meeting of Shareholders of
Abitibi-Consolidated Inc. to be held on April 27, 2000.
The undersigned shareholder of ABITIBI-CONSOLIDATED INC. hereby appoints
J.W. Weaver or, failing him, R.Y. Oberlander or, failing him, J.A. Tory or,
instead of them1, _______________________________ as proxy, with full power of
substitution, to attend, vote, and act for and on behalf of the undersigned in
respect of all matters that may come before the Annual and Special Meeting of
Shareholders or any adjournment thereof, in the manner specified below2:
1. Election of directors (Mark either (a) or (b)):
(a) [ ] FOR the election of directors; or
(b) [ ] WITHHOLD from voting for the election of directors.
2. Appointment of Auditors (Mark either (a) or (b)):
(a) [ ] FOR the appointment of auditors and authorizing the directors to fix
the auditors' remuneration; or
(b) [ ] WITHHOLD from voting for the appointment of auditors and authorizing
the directors to fix the auditors' remuneration.
3. Approval of the Abitibi-Consolidated Inc. Directors' Stock Option Plan
(Mark either (a) or (b)):
(a) [ ] FOR the approval of the Abitibi-Consolidated Inc. Directors' Stock
Option Plan; or
(b) [ ] AGAINST the approval of the Abitibi-Consolidated Inc. Directors' Stock
Option Plan.
Dated _______________________, 2000
Signature _________________________
This proxy must be delivered as set out in the Management Proxy Circular to:
Montreal Trust Company, 1800 McGill College Avenue, Montreal, Quebec, H3A 3K9.
Notes:
1. A shareholder has the right to appoint a person to attend and act on the
shareholder's behalf at the meeting other than the management
representatives designated above either by writing in the blank space
provided above the name of the person to be appointed or by completing
another proper form of proxy and in either case, delivering the completed
proxy to Montreal Trust Company (at the address listed above).
2. The persons named in the proxy will vote the shares in respect of which
they are appointed or withhold the same from voting as specified above on
any ballot that may be called for in respect of the matters for which the
proxy is granted. Where shareholders have not specified the manner in which
the shares are to be voted, the directors named in the proxy will vote such
shares, on any ballot that may be called for: (a) the election of directors
named in the Management Proxy Circular accompanying the notice of meeting,
(b) for the appointment of the auditors named in the Management Proxy
Circular and authorizing the directors to fix the auditors' remuneration
and (c) for the resolution approving the Abitibi-Consolidated Inc.
Directors' Stock Option Plan. This proxy confers discretionary authority
with respect to amendments or variations to the matters specified in the
Management Proxy Circular accompanying the notice of meeting or other
matters which may properly come before the meeting.
This proxy, which is solicited on behalf of management, should be signed and
dated. All matters being considered at the meeting are more fully described in
the accompanying Management Proxy Circular to which shareholders should refer.
If this proxy is not dated in the space provided, it will be deemed to bear the
date on which it is mailed to you by Management. If an individual, please sign
exactly as your shares are registered. If shares are registered in the name of
an executor, administrator or trustee, please sign exactly as the shares are
registered. If the shareholder is a corporation, this proxy must be signed by
its duly authorized representative.
ABITIBI-CONSOLIDATED INC.
