UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

METHANEX CORPORATION

SUITE 1800, 200 BURRARD STREET, VANCOUVER, BC V6C 3M1 CANADA
(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 o Form 40-F þ

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 o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82_____.

 

 

IMPORTANT INFORMATION FOR SHAREHOLDERS

Notice of the Annual General Meeting of Shareholders

and

Information Circular

March 4, 2011

www.methanex.com

TABLE OF CONTENTS

		page
INVITATION TO SHAREHOLDERS			i
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS		ii
INFORMATION CIRCULAR			1
PART I VOTING			1
PART II BUSINESS OF THE MEETING			4
RECEIVE THE FINANCIAL STATEMENTS			4
ELECTION OF DIRECTORS			4
REAPPOINTMENT AND REMUNERATION OF AUDITORS			11
ADVISORY VOTE ON APPROACH TO EXECUTIVE COMPENSATION			12
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			13
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			13
PART III CORPORATE GOVERNANCE			14
PART IV COMPENSATION			24
COMPENSATION OF DIRECTORS			24
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			31
STATEMENT OF EXECUTIVE COMPENSATION			44
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS			50
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			50
PART V OTHER INFORMATION			51
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			51
SHAREHOLDER PROPOSALS			54
ADDITIONAL INFORMATION			54
APPROVAL BY DIRECTORS			55
SCHEDULE A			A-1
METHANEX CORPORATE GOVERNANCE PRINCIPLES			A-1

Methanex		1800 Waterfront Centre		Telephone: 604 661 2600
Corporation		200 Burrard Street		Facsimile: 604 661 2602
		Vancouver, British Columbia
		Canada V6C 3M1		www.methanex.com

March 4, 2011

INVITATION TO SHAREHOLDERS

On behalf of the Board of Directors of Methanex Corporation, I would like to invite you to join us at our Annual General Meeting of shareholders. The meeting will be held at the Vancouver Convention Centre — East Building in Vancouver, British Columbia on Thursday, April 28, 2011 at 11:00 a.m.

At the meeting, we will be voting on a number of important matters including, for the first time, a shareholder advisory “say on pay” vote concerning our approach to executive compensation. We hope you will take the time to consider the information describing these matters in the accompanying Information Circular. We encourage you to exercise your vote, either at the meeting or by completing and sending in your proxy. Use of the proxy form is explained in the Information Circular. If you are a “non-registered” shareholder, follow the instructions that you should receive from or on behalf of your intermediary to ensure that your shares get voted at the meeting according to your wishes.

In addition to the “say on pay” advisory vote, we have a web-based survey to enable shareholders to provide direct feedback to us on our approach to executive compensation and we encourage all shareholders to provide us with comments using this survey. Please see page 21 of the Information Circular for more information.

The meeting is a valuable forum for you to learn more about our 2010 performance and hear first-hand our strategy for the future. It will also provide you with an excellent opportunity to meet the Company’s directors and senior management and ask them any questions you may have.

We hope that you will attend the Annual General Meeting and we look forward to seeing you there. If you are unable to attend, the meeting will also be webcast live at the Investor Relations section of our website: www.methanex.com.

Sincerely,

Bruce Aitken
President and Chief Executive Officer

METHANEX CORPORATION

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting (the “Meeting”) of the shareholders of Methanex Corporation (the “Company”) will be held at the following time and place:

DATE:		Thursday, April 28, 2011
TIME:		11:00 am (Pacific Time)
PLACE:		Meeting Rooms 1 to 3 (Parkview Terrace)
		Vancouver Convention Centre — East Building
		999 Canada Place
		Vancouver, British Columbia

The Meeting is being held for the following purposes:

	1.		to receive the Consolidated Financial Statements for the financial year ended December 31, 2010 and the Auditors’ Report on such statements;
	2.		to elect directors;
	3.		to reappoint the auditors and authorize the Board of Directors to fix the remuneration of the auditors;
	4.		to consider and approve, on an advisory basis, a resolution to accept the Company’s approach to executive compensation disclosed in the accompanying Information Circular; and
	5.		to transact such other business as may properly come before the Meeting.

If you hold common shares of the Company and do not expect to attend the Meeting in person, please complete the enclosed proxy form and either fax it to (416) 368 2502 or toll-free in North America 1 866 781 3111 or forward it to CIBC Mellon Trust Company using the envelope provided with these materials. Proxies must be received no later than 24 hours (excluding Saturdays, Sundays and holidays) before the time fixed for commencement of the Meeting or any adjournment thereof.

DATED at the City of Vancouver, in the Province of British Columbia, this 4th day of March, 2011.

		BY ORDER OF THE BOARD OF DIRECTORS
		RANDY MILNER
		Senior Vice President, General Counsel and
		Corporate Secretary

METHANEX CORPORATION

INFORMATION CIRCULAR

Information contained in this Information Circular is given as at March 4, 2011 unless otherwise stated.

PART I VOTING

Solicitation of proxies

This Information Circular is provided in connection with the solicitation of proxies by or on behalf of the management and Board of Directors (the “Board”) of Methanex Corporation (the “Company”) for use at the Annual General Meeting (the “Meeting”) of the shareholders of the Company to be held at the time and place (including any adjournment thereof) and for the purposes described in the accompanying Notice of Annual General Meeting of Shareholders.

It is anticipated that this Information Circular and the accompanying proxy form will be mailed on or about March 25, 2011 to holders of common shares of the Company (“Common Shares”).

What will be voted on at the Meeting?

Shareholders will be voting on those matters that are described in the accompanying Notice of Annual General Meeting of Shareholders. The Notice includes all the matters to be presented at the Meeting that are presently known to management. A simple majority (that is, greater than 50%) of the votes cast, in person or by proxy, will constitute approval of these matters, other than the election of directors and the appointment of auditors.

Who is entitled to vote?

Only registered holders of Common Shares (“Registered Shareholders”) on March 11, 2011 (the “Record Date”) are entitled to vote at the Meeting or at any adjournment thereof. Each Registered Shareholder has one vote for each Common Share held at the close of business on the Record Date. As of March 4, 2011, there were 92,699,307 Common Shares outstanding. As of that date, to the knowledge of the directors and senior officers of the Company, the only person who beneficially owned, directly or indirectly, or exercised control or direction over Common Shares carrying more than 10% of the voting rights of the Company was Wellington Management Company, LLP. Based on the information filed by them on March 10, 2011, Wellington Management Company, LLP beneficially owned and exercised control or direction over 12,273,831 Common Shares, representing approximately 13.2% of the voting rights attached to the Company’s voting securities.

Can I vote Common Shares that I acquired after the Record Date (March 11, 2011)?

No. Only Common Shares that are held by a shareholder on the Record Date are entitled to be voted at the Meeting.

How do I vote?

If you are a Registered Shareholder, there are two ways in which you can vote your shares. You can either vote by proxy or vote in person at the Meeting.

Voting by proxy

If you do not plan to come to the Meeting, you can have your vote counted by appointing someone who will attend the Meeting as your proxyholder. In the proxy, you can either direct your proxyholder as to how you want your shares to be voted or let your proxyholder choose for you. You can always revoke your proxy if you decide to attend the Meeting and wish to vote your shares in person (see “How do I revoke a proxy?” on page 3).

Voting in person

Registered Shareholders who will attend the Meeting and wish to vote their shares in person should not complete a proxy form. Your vote will be taken and counted at the Meeting. Please register with the transfer agent, CIBC Mellon Trust Company, when you arrive at the Meeting.

What if I am not a Registered Shareholder?

Many shareholders are “non-registered shareholders.” Non-registered shareholders are those whose shares are registered in the name of an intermediary (such as a bank, trust company, securities broker, trustee or custodian). Unless you have previously informed your intermediary that you do not wish to receive material relating to the Meeting, you should receive or have already received from your intermediary either a request for voting instructions or a proxy form.

Intermediaries have their own mailing procedures and provide their own instructions. These procedures may allow you to provide your voting instructions by telephone, on the Internet, by mail or by fax. You should carefully follow the directions and instructions received from your intermediary to ensure that your Common Shares are voted at the Meeting.

If you wish to vote in person at the Meeting you should follow the procedure in the directions and instructions provided by or on behalf of your intermediary. You will not need to complete any voting or proxy form as your vote will be taken at the Meeting. Please register with the transfer agent, CIBC Mellon Trust Company, when you arrive at the Meeting.

What is a proxy?

A proxy is a document that authorizes someone else to attend the Meeting and cast your votes for you. Registered Shareholders may use the enclosed proxy form, or any other valid proxy form, to appoint a proxyholder. The enclosed proxy form authorizes the proxyholder to vote and otherwise act for you at the Meeting, including any continuation after adjournment of the Meeting.

If you are a Registered Shareholder and you complete the enclosed proxy, your shares will be voted as instructed. If you do not mark any boxes, your proxyholder can vote your shares at his or her discretion. See “How will my shares be voted if I give my proxy?” below.

How do I appoint a proxyholder?

Your proxyholder is the person you appoint and name on the proxy form to cast your votes for you. You can choose anyone you want to be your proxyholder. It does not have to be another shareholder. Just fill in the person’s name in the blank space provided on the enclosed proxy form or complete any other valid proxy form and deliver it to CIBC Mellon Trust Company within the time specified below for receipt of proxies.

If you leave the space on the proxy form blank, either Thomas Hamilton or Bruce Aitken, both of whom are named in the form, are appointed to act as your proxyholder. Mr. Hamilton is the Chairman of the Board and Mr. Aitken is President and Chief Executive Officer of the Company.

For the proxy to be valid, it must be completed, dated and signed by the holder of Common Shares (or the holder’s attorney as authorized in writing) and then delivered to the Company’s transfer agent, CIBC Mellon Trust Company, in the envelope provided or by fax to (416) 368 2502 or toll-free in North America 1 866 781 3111 and received no later than 24 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment thereof.

How will my shares be voted if I give my proxy?

If you have properly filled out, signed and delivered your proxy, then your proxyholder can vote your shares for you at the Meeting. If you have specified on the proxy form how you want to vote on a particular issue (by marking FOR, AGAINST or WITHHOLD), then your proxyholder must vote your shares accordingly.

If you have not specified how to vote on a particular issue, then your proxyholder will vote your shares as they see fit. However, if you have not specified how to vote on a particular issue and Mr. Hamilton or Mr. Aitken has been appointed as proxyholder, your shares will be voted in favour of all resolutions proposed by management. For more information on these resolutions, see Part II “BUSINESS OF THE MEETING.” The enclosed form of proxy confers discretionary authority upon the proxyholder you name with respect to amendments or variations to the matters identified in the accompanying Notice of Annual General Meeting of Shareholders and other matters that may properly come before the Meeting. If any such amendments or variations are proposed to the matters described in the Notice, or if any other matters properly come before the Meeting, your proxyholder may vote your shares as they consider best.

How do I revoke a proxy?

Only Registered Shareholders have the right to revoke a proxy. Non-registered shareholders who wish to change their voting instructions must, in sufficient time in advance of the Meeting, arrange for their intermediaries to change their vote and if necessary revoke their proxy.

If you are a Registered Shareholder and you wish to revoke your proxy after you have delivered it, you can do so at any time before it is used. You or your authorized attorney may revoke a proxy by (i) clearly stating in writing that you want to revoke your proxy and delivering this revocation by mail to Proxy Department, CIBC Mellon Trust Company, P.O. Box 721, Agincourt, ON M1S 0A1, Canada or by fax to (416) 368 2502 or toll-free in North America 1 866 781 3111, or by mail to the registered office of the Company, Suite 1800, 200 Burrard Street, Vancouver, BC V6C 3M1, Canada, Attention: Corporate Secretary, or by fax to the Company to (604) 661 2602, at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof or (ii) in any other manner permitted by law. Revocations may also be hand-delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof. Such revocation will have effect only in respect of those matters upon which a vote has not already been cast pursuant to the authority confirmed by the proxy. If you revoke your proxy and do not replace it with another in the manner described in “How do I appoint a proxyholder” above, you will be able to vote your shares in person at the Meeting.

Who pays for this solicitation of proxies?

The cost of this solicitation of proxies is paid by the Company. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone or other means of communication by directors and regular employees of the Company without special compensation. In addition, the Company may retain the services of agents to solicit proxies on behalf of its management. In that event, the Company will compensate any such agents for such services, including reimbursement for reasonable out-of-pocket expenses, and will indemnify them in respect of certain liabilities that may be incurred by them in performing their services. The Company may also reimburse brokers or other persons holding Common Shares in their names, or in the names of nominees, for their reasonable expenses in sending proxies and proxy material to beneficial owners and obtaining their proxies.

Who counts the votes?

The Company’s transfer agent, CIBC Mellon Trust Company, counts and tabulates the proxies. This is done independently of the Company to preserve confidentiality in the voting process. Proxies are referred to the Company only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet legal requirements.

How do I contact the transfer agent?

If you have any inquiries, you can contact the Company’s principal registrar and transfer agent, CIBC Mellon Trust Company, as follows:

		Email:		inquiries@cibcmellon.com
		Toll-free:		1 800 387 0825
		Telephone:		(416) 643 5500
		Fax:		(416) 643 5501
		Mail:		CIBC Mellon Trust Company
				PO Box 7010
				Adelaide Street Postal Station
				Toronto, Ontario M5C 2W9

The Company’s co-registrar and co-transfer agent in the United States is Registrar and Transfer Company; however, all shareholder inquiries should be directed to CIBC Mellon Trust Company.

PART II BUSINESS OF THE MEETING

RECEIVE THE FINANCIAL STATEMENTS

The consolidated financial statements for the year ended December 31, 2010 will be received by shareholders of the Company at the Meeting of the Company and are included in the Annual Report, which has been mailed to Registered Shareholders as required under the Canada Business Corporations Act (“CBCA”) and to non-registered shareholders that have requested such financial statements.

ELECTION OF DIRECTORS

The directors of the Company are elected each year at the annual general meeting of the Company and hold office until the close of the next annual general meeting or until their successors are elected or appointed. The Company has a majority voting policy for election of directors that is described on page 21. The articles of the Company provide that the Company have a minimum of 3 and a maximum of 15 directors. The bylaws of the Company state that when the articles of the Company provide for a minimum and maximum number of directors, the number of directors within the range may be determined from time to time by resolution of the Board of Directors. The Board of Directors, on an annual basis, considers the size of the Board and on March 4, 2011, the directors determined that the Board of Directors shall consist of 11 directors, such size being consistent with effective decision-making.

The Corporate Governance Committee recommends to the Board nominees for election as directors. The process by which the Committee identifies new candidates for nomination to the Board of Directors is described on page 19, under the heading “Nominating Committee and Nomination Process.” The persons listed below are being proposed for nomination for election at the Meeting. The persons named as proxyholders in the accompanying proxy, if not expressly directed otherwise, will vote the Common Shares for which they have been appointed proxyholder in favour of electing those persons listed below as nominees for directors.

The following table sets out the names, ages and places of residence of all the persons to be nominated for election as directors, along with other relevant information, including the number and market value of Common Shares⁽¹⁾, Deferred Share Units (“DSUs”)⁽²⁾ and Restricted Share Units (“RSUs”)⁽³⁾ held by each of them as at the date of this Information Circular. In the case of Mr. Aitken, the Company’s President and Chief Executive Officer, the table sets out the number of Performance Share Units (“PSUs”)⁽⁴⁾ and DSUs that he holds. Information regarding Mr. Aitken’s stock options⁽⁵⁾ and other holdings can be found in the “Outstanding Option-Based Awards and Share-Based Awards” table on page 46. The table also sets out whether a nominee is independent or not independent. See page 16 for information on how director independence is determined. Unless otherwise stated, all Canadian dollar amounts in the table below have been converted to US dollars at a conversion rate 1.0299, being the Bank of Canada average noon rate for 2010.

		BRUCE AITKEN Age: 56 Vancouver, BC, Canada Director since: July 2004 Not Independent		Mr. Aitken is President and Chief Executive Officer of the Company. Prior to his appointment in May 2004, Mr. Aitken was President and Chief Operating Officer of the Company from September 2003 and prior to that he was Senior Vice President, Asia Pacific of the Company (based in New Zealand). He has also held the position of Vice President, Corporate Development (based in Vancouver). He has been an employee of the Company and its predecessor methanol companies for about 20 years. Prior to joining the Company, Mr. Aitken was Executive Director of Cape Horn Methanol (now Methanex Chile) in Santiago. Mr. Aitken has a Bachelor of Commerce degree from the University of Auckland and is a member of the New Zealand Institute of Chartered Accountants, ACA (Associate Chartered Accountant).

		2010		Total 2010 Attendance						Other Current Board
Board / Committee Memberships(6)		Attendance		at Board and Committee Meetings						Memberships
Member of the Board		7 of 7		7 of 7				100	%	Chair, Advisory Board, Centre for CEO Leadership, Sauder School of Business, UBC (educational institution) (since 2009) Enerkem Inc. (since 2010)

Share and Share Equivalents Held as of March 4, 2011:

Total of PSUs (50%

Total Market Value of

Minimum

of balance),

Common Shares,

Shareholding

Meets Share

Common

Total DSUs

Common Shares

DSUs and PSUs(7)

Requirements

Ownership

Shares

and PSUs

and DSUs

US$

CDN$

US$

CDN$

Requirements?(8)

130,048

447,674

443,718

$

12,489,936

$

12,863,385

$

5,709,292

5,880,000

Yes

		HOWARD BALLOCH Age: 59 Beijing, China Director since: December 2004 Independent		Mr. Balloch became Chairman of Canaccord Genuity Asia Limited in January 2011. Based in Beijing, Canaccord Genuity Asia Limited is an investment banking firm specializing in China and international firms active in the Chinese market. Prior to this Mr. Balloch was President of The Balloch Group from 2001 until January 2011 when it was acquired by Canaccord Financial Inc. The Balloch Group (also based in Beijing) was a private investment advisory and merchant banking firm specializing in China and other Asian markets. Prior to this, from 1996 to 2001, Mr. Balloch was the Canadian Ambassador to the People’s Republic of China. Mr. Balloch holds a Bachelor of Arts (Honours) in Political Science and Economics and a Master’s degree in International Relations, both from McGill University, Montreal.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		6 of 7		14 of 15				93	%	BeiKai Capital (private) (since 2011)
Corporate Governance Committee		3 of 3								Canaccord Financial Inc. (since 2011)
Human Resources Committee		4 of 4								Ivanhoe Mines Ltd. (since 2005)
Public Policy Committee (Chair)		1 of 1								Ivanhoe Energy Inc. (since 2002)

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

4,000

25,812

29,812

839,159

864,250

194,194

200,000

Yes

		PIERRE CHOQUETTE Age: 68 Vancouver, BC, Canada Director since: October 1994 Independent		Mr. Choquette is a corporate director. He was Chairman of the Board of the Company from September 2003 until May 2010. Mr. Choquette was Chairman of the Board and Chief Executive Officer of the Company from September 2003 to May 2004 and President and Chief Executive Officer of the Company from October 1994 to September 2003. He was a Company employee for nine years. Mr. Choquette holds a Bachelor of Arts, Bachelor of Science and a Master of Science in Chemical Engineering from Laval University, Quebec City. He is also a graduate of the Advanced Management Program at the Harvard Graduate School of Business Administration.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		7 of 7		12 of 14				86	%	Canada Pension Plan Investment Board
Audit, Finance & Risk Committee		3 of 4								(government agency) (since 2008)
Human Resources Committee		1 of 2
Responsible Care Committee		1 of 1

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

28,201

60,887

89,088

2,507,681

2,582,661

194,194

200,000

Yes

		PHILLIP COOK Age: 64 Austin, Texas, USA Director since: May 2006 Independent		Mr. Cook is a corporate director. He held the position of Senior Advisor of The Dow Chemical Company from June 2006 until his retirement in January 2007. Dow Chemical provides chemical, plastic and agricultural products and services. Prior to his Senior Advisor position, Mr. Cook was Corporate Vice President, Strategic Development and New Ventures of Dow Chemical from 2005. Mr. Cook previously held senior positions with Dow Chemical including Senior Vice President, Performance Chemicals and Thermosets from 2003, and from 2000 he held the position of Business Vice President, Epoxy Products and Intermediates. Mr. Cook holds a Bachelor of Mechanical Engineering from the University of Texas at Austin.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		6 of 7		16 of 17				94	%	Cockrell School of Engineering Advisory
Audit, Finance & Risk Committee		7 of 7								Board (since 2004) and the Environmental
Public Policy Committee		1 of 1								Sciences Institute Advisory Board (since
Responsible Care Committee (Chair)		2 of 2								2010) of the University of Texas at Austin (educational institution)

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

12,500

11,909

24,409

687,074

707,617

194,194

200,000

Yes

		THOMAS HAMILTON Age: 67 Houston, Texas, USA Director since: May 2007 Independent		Mr. Hamilton has been Chairman of the Board of the Company since May 2010. He has been co-owner of Medora Investments, a private investment firm in Houston, Texas, since April 2003. Mr. Hamilton was Chairman, President and Chief Executive Officer of EEX Corporation, an oil and natural gas exploration and production company, from January 1997 until his retirement in November 2002. From 1992 to 1997, Mr. Hamilton served as Executive Vice President of Pennzoil Company and as President of Pennzoil Exploration and Production Company, one of the largest US-based independent oil and gas companies. Previously, Mr. Hamilton held senior positions at other oil and gas companies including BP and Standard Oil Company. Mr. Hamilton holds a Master of Science and a PhD in Geology from the University of North Dakota. He also has a Bachelor of Science in Geology from Capital University, Columbus, Ohio.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships(9)		Attendance		Meetings						Memberships
Member of the Board		7 of 7		13 of 13				100	%	FMC Technologies, Inc. (since 2001)
Audit, Finance & Risk Committee		3 of 3								HCC Insurance Holdings, Inc. (since 2008)
Corporate Governance Committee		2 of 2								Hercules Offshore Inc. (since 2004)
Responsible Care Committee		1 of 1								Mental Health and Mental Retardation Authority, Harris County, Texas (non-profit quasi-government agency) (since 2000)

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

24,000

15,445

39,445

1,110,313

1,143,511

728,226

750,000

Yes

		ROBERT KOSTELNIK Age: 59 Corpus Christi, Texas, USA Director since: September 2008 Independent		Mr. Kostelnik has been the President and CEO of Cinatra Clean Technologies, Inc. since 2008. Cinatra is the exclusive provider in the United States of the automated BLABO tank cleaning system to the refining, pipeline and terminal sectors of the oil and gas industry. He held the position of Vice President of Refining for CITGO Petroleum Corporation from July 2006 until his retirement in 2007. Mr. Kostelnik held a number of senior positions during his 16 years with CITGO, a company that refines and markets petrochemical products. Previously, Mr. Kostelnik held various management positions at Shell Oil Company. Mr. Kostelnik holds a Bachelor of Science (Mechanical Engineering) with honors from the University of Missouri and is a Registered Professional Engineer.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		7 of 7		11 of 11				100	%	Association of Chemical Industry of
Corporate Governance Committee		1 of 1								Texas (industry association) (since 2004)
Public Policy Committee		1 of 1								Frontier Oil Corporation (since 2010)
Responsible Care Committee		2 of 2								Port of Corpus Christi (Texas) Authority (government agency) (since 2010)

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

18,300

11,909

30,209

850,334

875,759

194,194

200,000

Yes

		DOUGLAS MAHAFFY Age: 65 Toronto, Ontario, Canada Director since: May 2006 Independent		Mr. Mahaffy is a corporate director. He was Chairman of McLean Budden Limited from February 2008 until March 2010. Prior to that he held the position of Chairman and Chief Executive Officer of McLean Budden from October 1989 to February 2008. Mr. Mahaffy was also President of McLean Budden from October 1989 until September 2006. McLean Budden is an investment management firm that manages over $35 billion in assets for pension, foundation and private clients in Canada, the United States, Europe and Asia. Mr. Mahaffy holds a Bachelor of Arts and a Master of Business Administration from York University, Toronto.

Total 2010 Attendance

2010

at Board and Committee

Other Current Board

Board / Committee Memberships

Attendance

Meetings

Memberships

Member of the Board

7 of 7

15 of 15

100

%

Canada Pension Plan Investment Board

Corporate Governance Committee

3 of 3

(government agency) (since 2009)(10)

Human Resources Committee

4 of 4

Public Policy Committee

1 of 1

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

0

32,652

32,652

919,100

946,581

194,194

200,000

Yes

		A. TERENCE (TERRY) POOLE Age: 68 Calgary, Alberta, Canada Director since: February 1994(11) Independent		Mr. Poole is a corporate director. He held the position of Executive Vice President, Corporate Strategy and Development of NOVA Chemicals Corporation, a commodity chemical company, from May 2000 to June 2006. Prior to this, Mr. Poole held the position of Executive Vice President, Finance and Strategy of NOVA from 1998 to 2000 and the position of Senior Vice President and Chief Financial Officer of NOVA Corporation from 1994 to 1998. Mr. Poole is a Chartered Accountant and holds a Bachelor of Commerce from Dalhousie University, Halifax. He is a Member of the Canadian, Quebec and Ontario Institutes of Chartered Accountants and is also a Member of Financial Executives International.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		7 of 7		18 of 18				100	%	Pengrowth Energy Corporation (since 2005)
Audit, Finance & Risk Committee (Chair)(12)		7 of 7
Corporate Governance Committee		3 of 3
Public Policy Committee		1 of 1

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

35,000

35,348

70,348

1,980,182

2,039,389

194,194

200,000

Yes

		JOHN REID Age: 63 Vancouver, British Columbia, Canada Director since: September 2003 Independent		Mr. Reid is a corporate director. Mr. Reid held the position of President and Chief Executive Officer of Terasen Inc., an energy distribution and transportation company, from November 1997 to November 2005. Prior to that position he was Executive Vice President and Chief Financial Officer of Terasen for two years. Mr. Reid has an economics degree from the University of Newcastle upon Tyne in the United Kingdom and is a Fellow of the British Columbia, England and Wales Institutes of Chartered Accountants.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		7 of 7		20 of 20				100	%	Corix Infrastructure Inc. (private) (since 2006)
Audit, Finance & Risk Committee		7 of 7								Corix Water Products Inc. (private) (since 2006)
Human Resources Committee (Chair)		4 of 4								Finning International Inc. (since 2006)
Responsible Care Committee		2 of 2

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Stock

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

10,000

40,443

50,443

1,419,888

1,462,343

194,194

200,000

Yes

		JANICE RENNIE Age: 53 Edmonton, Alberta, Canada Director since: May 2006 Independent		Ms. Rennie is a corporate director. From 2004 to 2005, Ms. Rennie was Senior Vice President, Human Resources and Organizational Effectiveness for EPCOR Utilities Inc. At that time, EPCOR built, owned and operated power plants, electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. Prior to 2004, Ms. Rennie was Principal of Rennie & Associates, which provided investment and related advice to small and mid-sized companies. Ms. Rennie holds a Bachelor of Commerce from the University of Alberta and is a Fellow of the Institute of Chartered Accountants of Alberta.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		7 of 7		19 of 19				100	%	Capital Power Corporation (since 2009)
Audit, Finance & Risk Committee Human Resources Committee		7 of 7 4 of 4								Greystone Capital Management Inc. (private) (since 2003)
Responsible Care Committee		1 of 1								Major Drilling Group International Inc. (since 2010)
										Teck Resources Limited (since 2007)
										West Fraser Timber Co. Ltd. (since 2004)

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

2,000

18,661

20,661

581,573

598,962

194,194

200,000

Yes

		MONICA SLOAN Age: 56 Calgary, Alberta, Canada Director since: September 2003 Independent		Ms. Sloan is a corporate director. She was Chief Executive Officer of Intervera Ltd. from January 2004 to December 2008. Intervera provided data quality products and services to the energy industry. Prior to this position Ms. Sloan was an Independent Consultant for ME Sloan Associates from October 1999. Ms. Sloan holds a Master of Engineering from Stanford University and a Master of Business Administration from the Harvard Graduate School of Business Administration.

				Total 2010 Attendance
		2010		at Board and Committee						Other Current Board
Board / Committee Memberships		Attendance		Meetings						Memberships
Member of the Board		7 of 7		16 of 16				100	%	Industrial Alliance Pacific Insurance and
Corporate Governance Committee (Chair)		3 of 3								Financial Services Inc. (since 2003)
Human Resources Committee		4 of 4								Biovantage Inc. (non-profit) (since 2010)
Responsible Care Committee		2 of 2

Share and Share Equivalents Held as of March 4, 2011:

Total Market Value of

Total of

Common Shares,

Minimum Shareholding

Meets Share

Common

Total DSUs and

Common Shares,

DSUs and RSUs(7)

Requirements

Ownership

Shares

RSUs

DSUs and RSUs

US$

CDN$

US$

CDN$

Requirements?(8)

4,000

46,219

50,219

1,413,583

1,455,849

194,194

200,000

Yes

Summary of Board and Committee Meetings
For the 12-month period ending December 31, 2010

Board of Directors			7
Audit, Finance and Risk Committee			7
Corporate Governance Committee			3
Human Resources Committee			4
Public Policy Committee			1
Responsible Care Committee			2

Summary of Attendance of Directors at Board and Committee Meetings
For the 12-month period ending December 31, 2010

												%
		Board		% Board				Committee				Committee				Total Board and Committee
		Meetings		Meetings				Meetings Attended				Meetings				Meetings Attended
Director		Attended		Attended				#		Committee		Attended				#		%
Bruce Aitken(1)		7 of 7			100	%		—					—			7 of 7			100	%
Howard Balloch		6 of 7			86	%		3 of 3		Corporate Governance			100	%		14 of 15			93	%
								4 of 4		Human Resources			100	%
								1 of 1 (Chair)		Public Policy			100	%
Pierre Choquette(2)		7 of 7			100	%		3 of 4		Audit, Finance and Risk			75	%		12 of 14			86	%
								1 of 2		Human Resources			50	%
								1 of 1		Responsible Care			100	%
Phillip Cook		6 of 7			86	%		7 of 7		Audit, Finance and Risk			100	%		16 of 17			94	%
								1 of 1		Public Policy			100	%
								2 of 2 (Chair)		Responsible Care			100	%
Tom Hamilton(3)		7 of 7			100	%		3 of 3		Audit, Finance and Risk			100	%		13 of 13			100	%
								2 of 2		Corporate Governance			100	%
								1 of 1		Responsible Care			100	%
Robert Kostelnik(4)		7 of 7			100	%		1 of 1		Corporate Governance			100	%		11 of 11			100	%
								1 of 1		Public Policy			100	%
								2 of 2		Responsible Care			100	%
Douglas Mahaffy		7 of 7			100	%		3 of 3		Corporate Governance			100	%		15 of 15			100	%
								4 of 4		Human Resources			100	%
								1 of 1		Public Policy			100	%
A. Terence Poole		7 of 7			100	%		7 of 7 (Chair)		Audit, Finance and Risk			100	%		18 of 18			100	%
								3 of 3		Corporate Governance			100	%
								1 of 1		Public Policy			100	%
John Reid		7 of 7			100	%		7 of 7		Audit, Finance and Risk			100	%		20 of 20			100	%
								4 of 4 (Chair)		Human Resources			100	%
								2 of 2		Responsible Care			100	%
Janice Rennie(5)		7 of 7			100	%		7 of 7		Audit, Finance and Risk			100	%		19 of 19			100	%
								4 of 4		Human Resources			100	%
								1 of 1		Responsible Care			100	%
Monica Sloan(6)		7 of 7			100	%		3 of 3 (Chair)		Corporate Governance			100	%		16 of 16			100	%
								4 of 4		Human Resources			100	%
								2 of 2		Responsible Care			100	%
Total					97	%							98	%					98	%

REAPPOINTMENT AND REMUNERATION OF AUDITORS

The directors of the Company recommend the reappointment of KPMG LLP, Chartered Accountants, Vancouver, as the auditors of the Company to hold office until the termination of the next annual meeting of the Company. KPMG LLP has served as the auditors of the Company for more than five years. As in past years, it is also recommended that the remuneration to be paid to the auditors be determined by the directors of the Company.

The persons named as proxyholders in the accompanying proxy, if not expressly directed to the contrary, will vote the Common Shares for which they have been appointed proxyholder to reappoint KPMG LLP, Chartered Accountants, as the auditors of the Company and to authorize the directors to determine the remuneration to be paid to the auditors.

Principal Accountant Fees and Services

Pre-Approval Policies and Procedures

The Company’s Audit, Finance and Risk Committee (the “Audit Committee”) annually reviews and approves the terms and scope of the external auditors’ engagement. The Audit Committee oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions by which permissible services proposed to be performed by KPMG LLP are pre-approved. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority for any services not previously approved by the Audit Committee. All such services approved by the Chair of the Audit Committee are subsequently reviewed by the Audit Committee.

All non-audit service engagements, regardless of the cost estimate, must be coordinated and approved by the Chief Financial Officer to further ensure that adherence to this policy is monitored.

Audit and Non-Audit Fees Billed by the Independent Auditors

KPMG’s global fees relating to the years ended December 31, 2010 and December 31, 2009 are as follows:

US$000s		2010				2009
Audit Fees			1,600				1,429
Audit-Related Fees			138				166
Tax Fees			304				186
Total			2,042				1,781

Each fee category is described below.

Audit Fees

Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements; statutory audits of the financial statements of the Company’s subsidiaries; quarterly reviews of the Company’s financial statements; consultations as to the accounting or disclosure treatment of transactions reflected in the financial statements; and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulators.

Audit fees for professional services rendered by the external auditors for the audit of the Company’s consolidated financial statements were in respect of an “integrated audit” performed by KPMG globally. The integrated audit encompasses an opinion on the fairness of presentation of the Company’s financial statements as well as an opinion on the effectiveness of the Company’s internal controls over financial reporting. The increase in audit fees for 2010 compared with 2009 is primarily due to changes in foreign exchange rates.

Audit-Related Fees

Audit-related fees for professional services rendered by the auditors for financial audits of employee benefit plans; procedures and audit or attest services not required by statute or regulation; and consultations related to the Company’s transition to international financial reporting standards (“IFRS”) and the accounting or disclosure treatment of other transactions.

Tax Fees

Tax fees for professional services rendered for tax compliance and tax advice. These services consisted of: tax compliance, including the review of tax returns; assistance in completing routine tax schedules and calculations; and advisory services relating to domestic and international taxation.

ADVISORY VOTE ON APPROACH TO EXECUTIVE COMPENSATION

A detailed discussion of our approach to executive compensation is provided in the Executive Compensation Discussion and Analysis which begins on page 31 of this Information Circular. As stated there, the main objective of our executive compensation program is to attract, retain and engage high-quality, high-performance executives with relevant experience who have the ability to successfully execute our strategy and deliver long-term value to our shareholders.

Important elements of our executive compensation program are designed to be dependent upon measures that align with increasing the share price. For the executive officers, a significant percentage of the short-term incentive award is dependent on achieving certain levels of “modified return on capital employed” but also on a broad variety of measures that we believe drive our share price. In the case of the Long-Term Incentive Plan, the value of PSUs is dependent upon the compounded shareholder return calculated over a three-year period and stock options/Stock Appreciation Rights (“SARs”) (which vest over a three-year period) and have no value if the underlying share price does not increase.

We also believe in the importance of executives owning Company shares to more fully align management with the interests of shareholders and focus activities on developing and implementing strategies that create and deliver long-term value for shareholders. Therefore, the Chief Executive Officer and all other executive officers have significant share ownership requirements.

In connection with last year’s Annual General Meeting, a shareholder proposal was received calling on the Company to implement an annual advisory vote on executive compensation (commonly referred to as a “say on pay vote”). A majority of the Company’s shareholders voted FOR this proposal and we are now implementing the say on pay vote. The Company is using the model say on pay resolution formulated by the Canadian Coalition for Good Governance. It is the Board’s intention that the say on pay vote will be only one part of the ongoing process of engagement between shareholders and the Board on compensation. The Board has also put in place a web-based survey to enable shareholders to give feedback on our approach to executive compensation. See page 21 for more information on the survey.

This is an advisory vote and the results will not be binding upon the Board. However, the Board will take the results of the vote into account, together with any feedback received from shareholders on the web-based survey, when considering future compensation policies, procedures and decisions. Shareholders will be asked at the Meeting to consider and, if deemed advisable, to adopt the following resolution:

RESOLVED THAT:

On an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the Company’s Information Circular delivered in advance of the 2011 annual meeting of shareholders.

The Board of Directors unanimously recommends that shareholders vote FOR the resolution. Unless instructed otherwise, the persons named in our form of proxy will vote FOR the resolution.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or officers of the Company at any time since the beginning of the Company’s last completed financial year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, in any matter to be acted upon at the Meeting, other than the election of directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or officers of the Company, no director or officer of a body corporate that is itself an insider or a subsidiary of the Company, no person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercised control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company entitled to vote in connection with any matters being proposed for consideration at the Meeting, no proposed director or nominee for election as a director of the Company and no associate or affiliate of any of the foregoing has or had any material interest, direct or indirect, in any transaction or proposed transaction since the beginning of the Company’s last financial year that has materially affected or would or could materially affect the Company or any of its subsidiaries.

PART III CORPORATE GOVERNANCE

Statement of Corporate Governance Practices

Corporate governance is a key priority for the Company. We define corporate governance as having the appropriate processes and structures in place to ensure that our business is managed in the best interests of our shareholders while keeping in mind the interests of all stakeholders. We believe good corporate governance is critical to the Company’s effective, efficient and prudent operation.

The Company is a Canadian reporting issuer with its Common Shares listed on the TSX, the NASDAQ Global Market and the Foreign Securities Market of the Santiago Stock Exchange of Chile. In Canada, we are subject to securities regulations that impose on us a requirement to disclose certain corporate governance practices that we have adopted. Canadian regulations also provide guidance on various corporate governance practices that companies like ours should adopt. The Company also closely monitors corporate governance developments in Canada and adopts best practices where such practices are aligned with our values and our goal of continuous improvement. A brief description of our corporate governance practices follows.

1. Board of Directors

The Board has adopted a set of Corporate Governance Principles to provide for a system of principled goal-setting, effective decision-making and ethical actions. A copy of the Corporate Governance Principles can be found in Schedule A attached to this Information Circular and on our website.

2011 Board Objectives

Every year the Board of Directors establishes an annual set of “Board Objectives.” In early 2011, the Board established several key objectives for 2011 including:

•

continue to focus on first quartile Responsible Care performance;

•

pay close attention to developments in each of the Company’s production regions, particularly with respect to gas exploration and development as well as the operations of the Company’s new methanol production facility in Egypt;

•

examine opportunities to grow the Company’s presence in the China methanol market; and

•

provide oversight and guidance on development and succession planning.

The status of and future actions for each objective are discussed at each Board meeting.

Committees of the Board of Directors

The Board has established five standing Committees with written mandates defining their responsibilities and a requirement to report regularly to the Board. All Committee members have been determined to be independent in accordance with NASDAQ rules and Canadian securities regulations and no Committee member was during 2010, or is currently, an officer or employee of the Company or any of its subsidiaries.

The following table lists each of our Board Committees, its members and a summary of its key responsibilities.

Meetings

Overall

in 2010

Attendance

Committee

Members

(#)

%

Summary of Key Responsibilities

Audit, Finance and Risk Committee(1)

A. Terence Poole (Chair)(2) Phillip Cook Pierre Choquette

7

97

%

•      assisting the Board in fulfilling its oversight responsibility relating to:

John Reid Janice Rennie

•      the integrity of the Company’s financial statements •      the financial reporting process •      systems of internal accounting and financial controls •      professional qualifications and independence of the external auditors •      performance of the external auditors •      risk management processes •      financing plans and pension plans •      compliance by the Company with ethics policies and legal and regulatory requirements

Corporate Governance Committee

Monica Sloan (Chair) Howard Balloch Robert Kostelnik Douglas Mahaffy A. Terence Poole

3

100

%

•      establishing the appropriate composition and governance of the Board, including compensation of all non-management directors •      recommending nominees for election or appointment as directors •      annually assessing and enhancing the performance of the Board, Board Committees and Board members •      shaping the corporate governance of the Company and developing corporate governance principles for the Company •      monitoring compliance by the Company with ethics policies and legal and regulatory requirements •      providing oversight of the director education program

Human Resources Committee

John Reid (Chair) Howard Balloch(3) Pierre Choquette Douglas Mahaffy Janice Rennie Monica Sloan

4

95

%

•      approving the goals and objectives of the CEO and evaluating the CEO’s performance •      reviewing and recommending to the Board for approval the remuneration of the Company’s executive officers •      approving the remuneration of all other employees on an aggregate basis •      approving the executive compensation discussion and analysis •      reporting on the Company’s organizational structure, officer succession plans, total compensation practices, human resource policies and executive development programs •      recommending grants and administrative matters in connection with the Long-Term Incentive Plan •      reviewing the operations and administration of the Company’s retirement plans

Public Policy Committee

Howard Balloch (Chair) Phillip Cook Douglas Mahaffy Robert Kostelnik A. Terence Poole

1

100

%

•      reviewing public policy matters that have a significant impact on the Company, including those relating to government relations and public affairs •      overseeing the Company’s Social Responsibility policies

Responsible Care Committee

Phillip Cook (Chair) Pierre Choquette Robert Kostelnik John Reid Janice Rennie Monica Sloan

2

100

%

•      reviewing matters relating to the environment and occupational health and safety issues that impact significantly on the Company •      overseeing the Company’s Responsible Care® Policy and reviewing the policies and standards that are in place to ensure that the Company is carrying out all of its operations in accordance with the principles of Responsible Care®

Director Independence

Independence Status of Directors

Name		Management		Independent		Not Independent
Bruce Aitken		x
Howard Balloch				x
Pierre Choquette				x
Phillip Cook				x
Thomas Hamilton				x
Robert Kostelnik				x
Douglas Mahaffy				x
A. Terence Poole				x
John Reid				x
Janice Rennie				x
Monica Sloan				x

Ten of the 11 nominees who are standing for election to the Company’s Board, over 90%, have been determined by the Board to be independent in accordance with NASDAQ rules and Canadian securities regulations. Mr. Aitken is the President and Chief Executive Officer of the Company and is therefore not independent.

In accordance with our Corporate Governance Principles, the Board must be composed of a substantial majority of independent directors. The mandates of the Audit, Finance and Risk Committee and Corporate Governance Committee state that these committees must be composed wholly of independent directors. The mandate of the Human Resources Committee states that no committee member shall be an officer of the Company. In addition, the Corporate Governance Principles provide that if the Chairman of the Board is not independent, the independent directors on the Board shall select from among themselves a Lead Independent Director.

All Committees of the Board are currently constituted exclusively of independent directors. Mr. Aitken, in his capacity as President and Chief Executive Officer of the Company, and Mr. Hamilton, in his capacity as Chairman of the Board, attend Committee meetings.

Other Directorships and Interlocking Relationships

Several of the nominees are directors of other reporting issuers. For details, please refer to the biographies for each nominee under “Election of Directors.” Mr. Choquette and Mr. Mahaffy currently serve together on the board of the Canada Pension Plan Investment Board (“CPP”), the Investment Committee of CPP and the Human Resources and Compensation Committee of CPP. Mr. Choquette has been a member of the CPP board since February 2008 and Mr. Mahaffy since October 2009.

Other than Mr. Choquette and Mr. Mahaffy, there were no nominees who served together as directors on the boards of other corporations or acted together as trustees for other entities during 2010.

In Camera Sessions

Following each in-person meeting of the Board an “in camera” session is held at which only independent directors are in attendance as provided in the Corporate Governance Principles. In addition, in camera sessions were held following each Committee meeting in 2010.

Meeting Attendance Records

The cumulative Board and Committee meeting attendance rate for all directors in 2010 was 98%. For information concerning the number of Board and Committee meetings held in 2010, as well as the attendance record of each director for those meetings, see the chart on page 11.

2. Board Mandate

Section 3 of the Company’s Corporate Governance Principles contains the Board mandate that describes the Board’s responsibilities. A copy of the Corporate Governance Principles can be found in Schedule A attached to this Information Circular and on our website.

3. Position Descriptions

Board Chairman and Committee Chairs

The Board has developed written position descriptions (which we call “Terms of Reference”) for the Chairman of the Board, each Committee Chair and for Individual Directors. These Terms of Reference can be found on our website. Section 4 of the Corporate Governance Principles also sets out the responsibilities of each director.

Chief Executive Officer (“CEO”)

The CEO has a written position description that sets out the position’s key responsibilities. In addition, the CEO has specific annual corporate and personal performance objectives that he is responsible for meeting. These objectives are reviewed, approved and tracked during the year by the Board through the Human Resources Committee. See “Short-Term Incentive Plan” commencing on page 34 for more complete information on these objectives.

Retirement Policy

The Board of Directors has determined that there should not be a mandatory retirement age for directors and the Corporate Governance Principles establish that there should not be cumulative term limits for directors and states as follows:

Cumulative term limits for directors should not be established as this could have the effect of forcing directors off the Board who have gained a deep and detailed knowledge of the Company’s operations and business affairs. At the same time, the value of some turnover in Board membership to provide an ongoing input of fresh ideas and new knowledge is recognized. The Corporate Governance Committee shall review annually the membership of the Board to enable the Board to manage its overall composition and maintain a balance of directors to ensure long-term continuity.

4. Orientation and Continuing Education

To familiarize directors with the role of the Board, its Committees, the directors and the nature and operation of the Company’s business, all directors are provided with a director’s manual in the form of a CD that contains information covering a wide range of topics including:

•

Duties of directors and directors’ liabilities

•

Board and committee governance documents

•

The Company’s Code of Business Conduct and Vision and Core Values

•

Strategic plans, operational reports, marketing reports and budgets

•

Important corporate policies

•

Recent regulatory filings and analyst reports

•

Information on our corporate and organizational structure

CDs containing updated information are provided to all directors on an ongoing basis. In addition, the Company encourages directors to meet with senior management and to visit our operations and plant locations.

The Board recognizes the importance of ongoing education for directors. The Company’s Corporate Governance Principles state that directors are encouraged to attend seminars, conferences and other continuing education programs to help ensure that they stay current on relevant issues such as corporate governance, financial and accounting practices and corporate ethics. The Company and all of our directors are members of the Institute of Corporate Directors (“ICD”) and the Company pays the cost of this membership. A number of our directors have attended courses and programs offered by ICD. The Company also encourages directors to attend other appropriate continuing education programs and the Company contributes to the cost of attending such programs. As well, written materials likely to be of interest to directors that have been published in periodicals, newspapers or by legal or accounting firms are routinely forwarded to directors or included in a “supplemental reading” section in Board and Committee meeting materials.

The Corporate Governance Committee is responsible for overseeing the director education program and, based on feedback from all directors, the program focuses primarily on providing the directors with more in-depth information about key aspects of the business, including the material risks and opportunities facing the Company. Directors provide input into the agenda for the education program and management schedules presentations and seminars covering these areas, some of which are presented by management and others by external consultants or experts.

The Board received a number of presentations in 2010 focused on deepening the Board’s knowledge of the business, the industry and the key risks and opportunities facing the Company as well as regulatory changes materially impacting the Company, such as the Company’s transition to IFRS. The Board also conducts an annual one-day strategy session that provides detailed information on the business environment and trends affecting the Company. In addition, Board meetings are periodically held at a location where the Company has methanol production operations or significant commercial activities. In November 2010, the Board met in New Zealand where the Company has production facilities. This site visit gave directors an opportunity to receive various presentations on the New Zealand energy market, government policies, and the Company’s New Zealand operations. The visit also gave directors an extended opportunity to interact with employees, natural gas suppliers, business associates and government officials, as well as tour the methanol production facilities and related infrastructure.

5. Ethical Business Conduct

Code of Business Conduct

The Company has a written Code of Business Conduct (the “Code”) that applies to all employees, officers and directors. It provides a set of standards meant to help them avoid wrongdoing and to promote honest and ethical behaviour while conducting the Company’s business. The Code also establishes a confidential “whistle-blower” hotline for reporting suspected violations of the Code. The Code is reviewed annually by the Board. A copy of the Code may be found on our website. A printed version is also available upon request to the Corporate Secretary of the Company.

The Board monitors compliance with the Code primarily through the Audit, Finance and Risk Committee and the Corporate Governance Committee. These committees receive regular updates on matters relating to the Code, including an annual report on the activities undertaken by management to maintain and increase Code awareness throughout the organization and the results of surveys designed to determine employee understanding and awareness of the Code.

The Code states that suspected Code violations, whether received through the whistle-blower hotline or otherwise, are to be reported to the legal department and the General Counsel shall investigate the matter. The Corporate Governance Committee is made aware of all such reports. Furthermore, the Chair of the Audit, Finance and Risk Committee is advised of all reports that concern accounting or audit matters and the Chair of that Committee and the General Counsel together determine how such matters should be investigated and by whom.

No material change report has been filed since the beginning of the Company’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

Transactions Involving Directors or Officers

The Code contains a specific provision relating to the need for directors, officers and all employees to avoid conflicts of interest with the Company. Furthermore, the Corporate Governance Committee is mandated to consider questions of independence and possible conflicts of interest of directors and officers. To that end, each director and officer completes an annual questionnaire in which they report on all transactions material to the Company in which they have a material interest. A report of all transactions involving the Company and the directors and executive officers is provided to the Corporate Governance Committee.

CEO Trading Policy

The Company has a policy stating that if the President and Chief Executive Officer intends to sell securities of the Company or exercise options, a press release will be issued no less than five business days in advance of the date of the intended transaction. The press release shall contain information that includes the maximum amount of shares or options intended to be sold or exercised, the expected date of the transaction, the approximate number of Common Shares the President and CEO will hold after the intended transaction, the share ownership requirement applicable to the President and CEO and whether it is reasonably expected that the President and CEO will meet the requirement immediately after the anticipated transaction.

Recoupment Policy

The Company has a Recoupment Policy that provides for the forfeiture of options, shares or share units or repayment of cash compensation received by employees in certain circumstances where the employee is involved in wrongdoing. For more information on this policy, please see page 41.

Other Measures

The Board takes other steps to encourage and promote a culture of ethical business conduct. First, under the Company’s Corporate Governance Principles, the Board has an obligation to satisfy itself as to the integrity of the CEO and other executive officers and that they are creating a culture of integrity throughout the organization. On an annual basis, the Corporate Governance Committee considers and reports to the Board on this issue. In addition, Company employees are surveyed annually on issues concerning the Code of Business Conduct including whether they are satisfied that the senior leadership at their sites consistently conducts itself ethically and honestly.

In addition to the Code of Business Conduct, the Company also has several other policies governing ethical business conduct, including the following:

•

Competition Law Policy — provides employees with an understanding of the Company’s policy of compliance with all competition laws and information concerning the activities that are permitted and prohibited when dealing with competitors, customers and other parties.

•

Confidential Information and Trading in Securities Policy — provides guidelines to employees with respect to the treatment of confidential information and advises insiders of the Company when it is permissible to trade securities of the Company. This policy also prohibits insiders from engaging in short selling of the Company’s securities, trading in put or call options on the Company’s securities or entering into equity monetization arrangements related to the Company’s securities.

•

Corporate Gifts and Entertainment Policy — provides guidelines to Company employees on the appropriateness of gifts, gratuities or entertainment that may be offered to or accepted from third parties with whom the Company has commercial relations.

•

Corrupt Payments Prevention Policy — prohibits the payment or receipt of bribes and kickbacks by the Company’s employees and agents.

•

Political Donation Policy — prohibits all political donations by the Company unless they are specifically approved in advance by the Company’s President and CEO.

The Company’s employees regularly receive either web-based or in-person compliance training that focuses on ethical business conduct and the foregoing policies. In addition, in 2010 employees and directors who are considered “insiders” under Canadian securities laws were provided with training concerning their obligations and responsibilities under Canadian securities laws.

6. Board Renewal

Nominating Committee and Nomination Process

The Board has established the Corporate Governance Committee as its nominating committee. The Committee is composed entirely of independent directors. A summary of the key responsibilities of the Corporate Governance Committee can be found under “Committees of the Board of Directors” beginning on page 14.

The Committee is responsible for identifying new candidates to stand as nominees for election or appointment as directors to our Board of Directors. The Committee uses a Board skills matrix to assist in this process. On an annual basis, the Committee reviews a matrix that sets out the various skills and experience considered to be desirable for the Board to possess in the context of the Company’s strategic direction. The Committee then assesses the skills and experience of each current Board member against this matrix. When completed, the matrix helps the Committee identify any skills or experience gaps and provides the basis for a search to be conducted for new directors to fill any gaps. Below is a summary of the current Board skills matrix that sets out the various skills and experience categories and the Committee’s determination as to how many directors on the Board should possess those skills and experience. The Committee has reviewed all of the skills and experience of the current Board members against the matrix and has determined that the target numbers have been met.

		Target Number of
		Non-Management
Skills & Experience		Directors
Leadership			3-4
Commodity experience			3-4
Global chemical industry experience			3+
CFO or retired audit partner			2
Capital markets			2
Government affairs			1
Board experience			7+
Environmental			2-3
International experience			5-6
Energy			1-2

In identifying potential director candidates, the Committee takes into account a broad variety of factors it considers appropriate, including skills, independence, financial acumen, board dynamics and personal characteristics. In addition, diversity in perspective arising from personal, professional or other attributes and experiences are considered when identifying potential director candidates. Desirable individual characteristics include integrity, credibility, the ability to generate public confidence and maintain the goodwill and confidence of our shareholders, sound and independent business judgment, general good health and the capability and willingness to travel to, attend and contribute at Board functions on a regular basis. Background checks, as appropriate, are completed prior to nomination.

Suitable director candidates have, over the past several years, been identified through the use of an executive search firm retained under the authority of the Committee. The selection process is led by the Chair of the Committee but all Committee members and the Chairman of the Board are routinely updated on the process and the individuals being considered. The Committee Chair, the Chairman and the CEO meet in person with the candidate to discuss his or her interest and ability to devote the time and resources required to meet the Company’s expectations for directors. The recommended candidate is then formally considered by the Committee and, if approved, the candidate is recommended to the Board.

Over the last several years, the Board has focused on renewal and this is illustrated by the chart below. Over the past five years, five directors have retired and five new directors have joined the Board.

Board Tenure

In keeping with our focus on Board renewal, Mr. Choquette resigned as Chairman effective May 1, 2010 and Mr. Hamilton became the Chairman of the Board effective May 1, 2010. Mr. Choquette remained as a director of the Company.

Majority Voting for Directors

In 2006, the Board adopted a policy that states that any nominee for election as a director at an annual general meeting for whom the number of votes withheld exceeds the number of votes cast in his or her favour will be deemed not to have received the support of shareholders. A director elected in such circumstances will tender his or her resignation to the Chair of the Corporate Governance Committee and that Committee will review the matter and make a recommendation to the Board. The Board will, within 90 days of the annual general meeting, issue a public release either announcing the resignation of the director or justifying its decision not to accept the resignation.

If the resignation is accepted, the Board may appoint a new director to fill the vacancy created by the resignation. This policy applies only to uncontested director elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected.

7. Director and Officer Compensation

Director and officer compensation is determined by the Board. The process followed for determining director compensation is described commencing on page 24 and the process followed for executive compensation is described commencing on page 31.

8. Shareholder Survey on Executive Compensation

The Board appreciates the importance that shareholders place on executive compensation and believes that it is important to engage shareholders on this topic. With this in mind, the Company has a web-based survey to enable our shareholders to provide feedback on our approach to executive compensation as disclosed in this Information Circular. The survey is accessible to shareholders at the Investor Relations section of our website (www.methanex.com) from March 25, 2011 (the date this Information Circular was filed with securities regulators) until June 30, 2011. In order to submit comments, you are asked to provide your name and confirm that you are a current shareholder. Shareholders may comment generally or on specific aspects of our executive compensation and may provide as much detail as they wish. Shareholders who choose to provide an e-mail address may be contacted in order for the Board to better understand their particular concerns. All comments will be provided to the Chair of the Human Resources Committee and discussed at the July 2011 Board meeting to determine what actions are to be taken to address concerns raised. We will provide a report on this process in our annual disclosure documents next year. We intend to run this web-based survey on an annual basis.

Report on the 2010 Shareholder Survey

2010 was the inaugural year for our web-based shareholder survey with results discussed at the July 2010 Human Resources Committee and reported on at the July 2010 Board meeting. Feedback was received from three individuals with small shareholdings and from two institutional investors. Two of the individual shareholders expressed concern over what they considered to be the over-compensation of executives. The institutional investors focused on the issue of instituting a shareholder advisory “say on pay” vote with one indicating support for such a vote while the other stating that the Human Resources Committee is best positioned to determine executive compensation levels. The Committee determined that no changes to the Company’s approach to executive compensation were warranted as a result of the feedback. The Committee and the Board both stated that this survey is an important process and should be continued.

9. Assessments

The Company’s Corporate Governance Principles state as follows:

Performance as a director is the main criterion for determining a director’s ongoing service on the Board. To assist in determining performance, each director will take part in an annual performance evaluation process which shall include a self-evaluation and a confidential discussion with the Chairman.

Our Board of Directors conducts an annual performance evaluation and the Corporate Governance Committee oversees the process. The process is designed to evaluate the effectiveness and contribution of the Board, its Committees and individual directors. Results of the process are reported to the Board. In 2010, the process included the following:

Evaluation of the Chairman of the Board

Directors were provided with an opportunity to evaluate the Chairman of the Board’s performance and to make suggestions for improvement. Directors rated the Chairman of the Board and provided comments on issues that addressed the conduct of Board meetings, leadership issues and the Chairman’s ability to facilitate positive contributions from other directors. Results were tabulated by the Corporate Secretary and were provided to the Chair of the Corporate Governance Committee who then had a private conversation with the Chairman of the Board. The content of that conversation was reported by the Chair of the Corporate Governance Committee to the full Committee at its January 2011 meeting.

Evaluation of the Board as a Whole

Directors were asked to evaluate how the Board is operating and to make suggestions for improvement. Directors provided ratings and comments on a number of criteria including:

•

the mix of skills, experience and diversity among board members as well as utilization of such skills and experience;

•

the process for selecting new directors;

•

communication with management and sufficiency of information provided to directors to enable them to monitor results, identify areas of risk and understand important industry issues and trends;

•

understanding of the Company’s strategic objectives, the industry and the competitive environment as well as key risks faced by the Company;

•

the strategic planning process, budget planning process and the integrity of internal controls and management information systems;

•

the processes for determining the CEO’s performance measures and compensation as well as all management compensation; and

•

succession planning.

Results were tabulated by the Corporate Secretary, provided to the Chairman of the Board and then presented to the Corporate Governance Committee at its January 2011 meeting.

Evaluation of Committees

Directors were asked to evaluate the Board committees in general as well as the specific committees on which they sit. Directors provided ratings and comments on a number of criteria including:

•

process issues such as the appropriateness of the committee structure, committee size and efficiency and effectiveness of meetings and the value of in camera sessions;

•

quality of materials provided to the committee and of communication with management; and

•

the mix of skills, experience and diversity among board members as well as utilization of such skills and experience.

Results were tabulated by the Corporate Secretary, provided to the Chairman of the Board and then presented to the Corporate Governance Committee at its January 2011 meeting. Each Committee also reviewed the results of their individual Committee evaluation.

Evaluation of Individual Directors

Directors were provided with an opportunity to evaluate their own effectiveness, comment on their peers’ effectiveness and have a private conversation with the Chairman of the Board regarding their performance and the performance of their fellow directors. Directors evaluated themselves and their peers based on a number of criteria relating to their effectiveness as Company directors, including their understanding of the business, contribution on strategic issues, interaction with management and areas of personal strength. The Corporate Secretary received all questionnaires and each director was provided with an individualized report that included the comments received regarding that director’s performance from peers (on an anonymous basis). These reports were also provided to the Chairman of the Board who then conducted a confidential discussion with each director. The Chairman of the Board reported to the Corporate Governance Committee at its January 2011 meeting regarding this process.

10. Management Succession Planning

The Company has detailed succession plans for each executive officer and each of such officer’s direct reports. For more information on the Company’s succession planning process, please see page 31.

11. Board’s Role in Risk Management Process

The Board’s mandate (which is set out in section 3 of the Corporate Governance Principles) provides that the Board is responsible for identifying and overseeing the implementation of systems to manage the principal risks of the Company’s business. The Audit, Finance and Risk Committee’s mandate also states that the Committee is responsible for reviewing with management, at least annually, the Company’s processes to identify, monitor, evaluate and address important enterprise-wide strategic and business risks.

Management annually undertakes a formal risk review process that includes identifying the principal strategic risks of the Company, assessing the Company’s strategy to mitigate each risk, and determining accountability. The results of this process are documented and reviewed and discussed by the Audit, Finance and Risk Committee and the Board. In addition, the Board, through its Committees, oversees the Company’s risk management strategies and programs, including insurance programs, related to the Company’s key operational risks such as health and safety, shipping and financial risks.

PART IV COMPENSATION

COMPENSATION OF DIRECTORS

Objective and Design of the Director Compensation Program

We are the world’s largest supplier of methanol with sales and operations around the globe and revenues of approximately US $2 billion in 2010. As such, the main objective of the Company’s director compensation program is to attract and retain directors with international experience, a broad range of relevant skills and knowledge, and the ability to successfully carry out the Board’s mandate. The Board’s mandate can be found in section 3 of our Corporate Governance Principles which are attached to this Information Circular as Schedule A and can also be found on our website at www.methanex.com.

Directors of the Company are required to devote significant time and energy to the performance of their duties. The Terms of Reference for Individual Directors and the Corporate Governance Principles set forth an extensive list of responsibilities and expectations for the Board as a whole and for each individual director. Directors are expected to prepare for and attend an average of six Board meetings per year, participate on committees and ensure that they stay informed about the Company’s business and the rapidly changing global business environment. Therefore, to attract and retain experienced, skilled and knowledgeable directors that are willing and able to meet these expectations, the Board believes that the Company must offer a competitive compensation package.

Our director compensation program is designed primarily to:

•

compensate directors for applying their knowledge, skills and experience in the performance of their duties;

•

align the actions and economic interests of the directors with the interests of long-term shareholders; and

•

encourage directors to stay on the Board for a significant period of time.

Director compensation is paid only to non-management directors and is comprised primarily of cash fees (annual retainer, meeting fees, Chair fees and travel fees) and a share-based, long-term incentive award. Non-management directors are not eligible to receive stock options under the terms of the Company’s Stock Option Plan. The Directors’ Total Compensation table on page 27 sets out the total compensation earned by the directors in 2010.

As part of this compensation program, the directors also have share ownership requirements which require each non-management director to own shares or share units having a value equal to at least five times his or her annual retainer. See “Directors’ Share Ownership Requirements” on page 30 for more details. The Board believes that share ownership requirements further promote the objectives of director retention and alignment with long-term shareholders.

Process for Determining Director Compensation

The Corporate Governance Committee, composed entirely of independent directors, is responsible for annually recommending to the Board for approval the target compensation for the independent directors, including the appropriate compensation elements and the target compensation for each element.

The Committee reviews director compensation at least every two years. As part of this process, the Committee reviews publicly filed information circulars as well as director compensation surveys and reports published in Canada by reputable compensation consultants, to ensure that our director compensation is comparable to, and competitive with, the comparator group (discussed below). In addition, the Committee may hire an external consultant to assist with the review process.

During the most recent director compensation review conducted in late 2009, the Committee reconfirmed that the target compensation level for directors should be the 50th percentile of a group of North American-based chemical companies with international operations. The comparator group of companies, which are listed below, were chosen in 2009 by the Committee because, similar to the Company, they were all North American-based chemical companies with international operations:

Agrium Inc.		Chemtura Corporation		Koppers Inc.		Potash Corporation of Saskatchewan, Inc.
Ashland Inc.		Cytec Industries Inc.		Westlake Chemical Corporation		Spartech Corporation
Cabot Corporation		FMC Corporation		Olin Corporation		Terra Industries Inc.
Celanese Corporation		Hercules Inc. (now Ashland Inc.)		PolyOne Corporation

Based on the Committee’s review, target compensation levels for directors were unchanged. The Committee also determined during its most recent review that the key elements of the Company’s compensation program — annual retainer, meeting fees, Chair fees, travel fees and share-based long-term incentive awards — were comparable to and competitive with the comparator group surveyed by the Committee.

Elements of Director Compensation

Annual Retainer and Other Fees

During the year ended December 31, 2010, annual retainer and other fees were paid to non-management members of the Board on the following basis:

		US$				CDN$
Annual retainer for a non-management director			38,839				40,000			annual
Annual retainer for the Chairman of the Board			145,645				150,000			annual
Board meeting attendance fee			2,427				2,500			per meeting
Committee meeting attendance fee			2,427				2,500			per meeting
Committee Chair fee (in addition to the committee meeting attendance fee)			2,427				2,500			per meeting
Cross-country or intercontinental travel fee to attend Board or committee meetings			2,427				2,500			per trip
Travel fee for site visits undertaken separate and apart from attendance at Board or committee meetings (and not for orientation purposes upon joining the Board)			2,427				2,500			per trip

All retainers and fees in the table above are paid in Canadian dollars and have been converted to US dollars at the conversion rate of 1.0299, being the Bank of Canada average noon rate for 2010. The Chairman of the Board receives a flat fee annual retainer and does not receive any additional “per meeting” fees or travel fees. In 2010, the Chairman of the Board retainer was pro-rated between Mr. Choquette, who resigned as Chairman of the Board effective May 1, 2010 and Mr. Hamilton who became Chairman of the Board effective May 1, 2010.

The Company pays the retainer and other fees to compensate directors for applying their knowledge, skills and experience in the performance of their duties. These fees are targeted to be similar to fees paid to non-management directors in the 50th percentile of the comparator group as discussed immediately above under “Process for Determining Director Compensation.”

Long-Term Incentive Awards — Restricted Share Unit Plan for Directors

Directors are awarded Restricted Share Units (“RSUs”) under the Company’s Restricted Share Unit Plan for Directors as part of the annual long-term incentive component of their compensation. Directors may elect to receive their RSU award in the form of Deferred Share Units (“DSUs”), which are more fully described in the following section. The table below summarizes the last two long-term incentive awards granted to directors in 2011 and 2010:

		2011		2010
Chairman of the Board		4,700 RSUs or DSUs		6,900 RSUs or DSUs
All other non-management directors		3,100 RSUs or DSUs		4,600 RSUs or DSUs

The 2010 long-term incentive award for the Chairman of the Board included in this table was pro-rated between Mr. Choquette, who resigned as Chairman of the Board effective May 1, 2010 (but remained a director of the Company), and Mr. Hamilton, who became Chairman of the Board effective May 1, 2010. On March 5, 2010, Mr. Choquette was granted 5,000 RSUs (which he elected to receive in the form of DSUs). Mr. Hamilton was granted 4,600 RSUs on March 5, 2010 and was awarded an additional 1,900 RSUs on May 1, 2010 when he became Chairman.

RSUs are notional shares credited to an “RSU Account.” When dividends are paid on Common Shares, an equivalent value of additional RSUs is calculated and credited to each individual’s RSU Account. RSUs granted in any year together with applicable dividend equivalents, will vest on December 1, in the 24th month following the end of the year in which the award was made. Following vesting, directors are entitled to receive a cash payment based on the price of the Company’s Common Shares at that time, net of applicable withholding tax. RSUs do not entitle participants to any voting or other shareholder rights and are non-dilutive to shareholders.

The Board believes that the long-term incentive awards granted to directors both compensates the directors for the performance of their duties and also promotes director retention and alignment with the interests of long-term shareholders. The target dollar value of such award (“Target LTI Dollar Value”) is determined by the Corporate Governance Committee during its review of director compensation and is targeted to be similar to the awards granted to non-management directors in the 50th percentile of the comparator group as discussed above under “Process for Determining Director Compensation.” For 2011 and 2010, each director received the number of RSUs (or DSUs) determined by dividing the Target LTI Dollar Value by the weighted average closing price of the Common Shares on the TSX for the 90-day period ending on December 31 of the fiscal year immediately prior to the year in which the grant was made and then rounded.

Deferred Share Unit Plan (Director DSUs)

Under the Company’s Deferred Share Unit Plan (the “DSU Plan”), each non-management director elects annually to receive 100%, 50% or 0% of his or her retainer and meeting fees as Deferred Share Units (“DSUs”). The actual number of DSUs granted to a director is calculated at the end of each quarter by dividing the dollar amount elected to the DSU Plan by the five-day average closing price of the Common Shares on the TSX during the last five trading days of that quarter. Additional DSUs are credited corresponding to dividends declared on the Common Shares. Under the terms of the DSU Plan, directors must elect to become a member of the Plan by December 31 in any year in order to be eligible to receive DSUs in the following calendar year. Directors may also elect to receive their long-term incentive awards in the form of DSUs. See the section “Long-Term Incentive Awards — Restricted Share Unit Plan for Directors” above.

DSUs held by directors are redeemable only after the director retires as a director of the Company or upon death (“Termination Date”), and a lump sum cash payment, net of any withholdings, is made after the director chooses a valuation date. For DSUs granted on or after March 2, 2007, directors may choose a valuation date falling between the Termination Date and December 1 of the first calendar year beginning after the Termination Date, but the director cannot choose a date retroactively. For DSUs granted prior to March 2, 2007, the valuation date chosen may fall on any date within a period beginning one year before the Termination Date and ending on December 1 of the first calendar year beginning after the Termination Date. The lump sum amount is calculated by multiplying the number of DSUs held in the account by the closing price of the Common Shares on the TSX on the valuation date.

The Board believes that providing directors with the alternative of receiving their cash fees and long-term incentive awards in the form of DSUs, which may not be redeemed until retirement or death, further promotes director retention and alignment with the interests of long-term shareholders.

Perquisites

Certain minor out-of-pocket expenses incurred by directors are paid for by the Company. All such expenses are included in the “All Other Compensation” column found in the Directors’ Total Compensation table on page 27.

Directors’ Total Compensation

The following table sets out what each director earned by way of annual retainer, meeting fees and long-term incentive awards for 2010. The Company reports its financial statements in US dollars and therefore is required to report all compensation amounts in US dollars. However, since all amounts have been paid to directors in Canadian dollars, the amounts reported in all tables in this section have been reported in both Canadian dollars and US dollars and, except as otherwise stated, have been converted to US dollars at a conversion rate of 1.0299, being the Bank of Canada average noon rate for 2010.

								Board				Committee
				Annual				Attendance				Attendance				Committee								Total				Share-Based				All Other
Director				Retainer				Fees				Fees				Chair Fees				Travel Fees(1)				Fees Earned(2)				Award(3)				Compensation(4)				Total
Bruce Aitken(5)
Howard Balloch		US$			38,839				14,565				19,419				2,427				12,137				87,387				116,128				12,550				216,065
		CDN$			40,000				15,000				20,000				2,500				12,500				90,000				119,600				12,925				222,525
Pierre Choquette(6)		US$			74,441				9,710				12,137				—				7,282				103,570				126,226				39,767				269,563
		CDN$			76,667				10,000				12,500				—				7,500				106,667				130,000				40,956				277,623
Phillip Cook		US$			38,839				14,565				24,274				4,855				19,419				101,952				116,128				6,879				224,959
		CDN$			40,000				15,000				25,000				5,000				20,000				105,000				119,600				7,085				231,685
Thomas Hamilton(7)		US$			110,043				7,282				14,565				4,855				9,710				146,455				159,721				7,767				313,943
		CDN$			113,333				7,500				15,000				5,000				10,000				150,833				164,497				7,999				323,329
Robert Kostelnik		US$			38,839				16,992				9,710				—				14,565				80,106				116,128				5,350				201,584
		CDN$			40,000				17,500				10,000				—				15,000				82,500				119,600				5,510				207,610
Douglas Mahaffy		US$			38,839				16,992				19,419				—				14,565				89,815				116,128				17,296				223,239
		CDN$			40,000				17,500				20,000				—				15,000				92,500				119,600				17,813				229,913
A. Terence Poole		US$			38,839				16,992				26,702				16,992				12,137				111,662				116,128				19,580				247,370
		CDN$			40,000				17,500				27,500				17,500				12,500				115,000				119,600				20,165				254,765
John Reid		US$			38,839				16,992				31,556				9,710				2,427				99,524				116,128				22,675				238,327
		CDN$			40,000				17,500				32,500				10,000				2,500				102,500				119,600				23,353				245,453
Janice Rennie		US$			38,839				16,992				29,129				—				2,427				87,387				116,128				9,448				212,963
		CDN$			40,000				17,500				30,000				—				2,500				90,000				119,600				9,731				219,331
Monica Sloan		US$			38,839				16,992				21,847				2,427				2,427				82,532				116,128				26,204				224,864
		CDN$			40,000				17,500				22,500				2,500				2,500				85,000				119,600				26,988				231,588
Total		US$			495,196				148,074				208,758				41,266				97,096				990,390				1,214,971				167,516				2,372,877
		CDN$			510,000				152,500				215,000				42,500				100,000				1,020,000				1,251,297				172,525				2,443,822