Energizing a clean-air world
Notice of
2022 Annual Meeting of Shareholders
on May 10, 2022
2022 Management Proxy Circular
April 6, 2022
About Cameco
Cameco is one of the largest global providers of the uranium fuel needed to energize a clean-air world. Our competitive position is based on our controlling ownership of the world's largest high-grade uranium reserves and low-cost mining operations. Utilities around the world rely on our nuclear fuel products to generate safe, reliable, carbon-free nuclear power.
At Cameco, we are guided by four key values that are at the core of everything we do:
Safety and Environment
People
Integrity
Excellence
As the foundation of our culture, these values, and their aligning value statements, define who we are as a company and provide a framework for how we behave as we work to achieve our purpose. We strive to create an environment at Cameco where our employees live our values every day.
Learn more about Cameco in this management proxy circular, our 2021 annual report, 2021 annual information form, and our 2020 environmental, social and governance (ESG) report. These documents are available on our website(cameco.com).
WHAT'S INSIDE
Message from the Chair of the Board and the CEO1
Notice of our 2022 annual meeting of shareholders 4
Management proxy circular 5
Business of the meeting 6
Delivery of meeting materials 8
Voting 8
About the nominated directors 14
Director profiles 15
2021 Meeting attendance 24
Director compensation and share ownership 24
Governance at Cameco 28
About the board 29
Our corporate governance 44
Key policies and practices 44
How the board operates 44
Our expectations of directors 52
Stakeholder engagement 55
Other information 57
Executive compensation 59
Message from the Chair of Human Resources and Compensation Committee 60
Compensation discussion and analysis 62
Our 2021 named executive officers 63
Compensation governance 64
Compensation decision-making process 67
Our approach to executive compensation 68
Compensation components 71
2021 Performance and compensation decisions 78
CEO compensation summary 89
2022 Compensation decisions 92
2021 Compensation details 93
Summary compensation table 93
Incentive plan awards 95
Equity compensation plan information 97
Pension benefits 98
Loans to executives 100
Termination and change of control 101
Appendices 105
Message from the Chair of the Board and the CEO1
On behalf of the board of directors and management,
we are pleased to invite you to Cameco's annual
meeting of shareholders at 8:30 a.m. (CST) on May 10,
2022.
The attached management proxy circular provides
important information about the business of the meeting,
the voting process, this year's nominated directors, our
corporate governance practices, our approach to
executive compensation, and our 2021 compensation
decisions. Your vote is important, so please remember
to vote your shares.
The board's goal is to deliver long-term value to Cameco's stakeholders. The board pays particularattention to strategy and value creation, ESG and risk oversight, board governance, and management succession - all areas the board sees as fundamental to Cameco's sustainability and future success.
Protecting our people
Looking back on yet another unprecedented year with the challenges created by the COVID-19 pandemic, Cameco's management team continued to take proactive measures to protect the health, safety and well-being of Cameco's workers, their families and communities. The board was fully engaged as management proactively suspended production at Cigar Lake for a second time, retaining all of our employees and continuing to pay them even while production was suspended. We also maintained our COVID-19 safety protocols, stepped up communications with employees, and implemented additional measures to ensure a continued safe working environment for all. This included a new requirement that all employees, contractors, and visitors across all our operations and offices be fully vaccinated. Protecting the health and safety of our workers is consistent with our values.
Under the guidance of provincial re-opening plans, we implemented extensive new screening and protective measures at all our facilities and continued to focus on protecting employees and our neighbouring communities as we restarted production. At our Cigar Lake operation, for example, we implemented a site-wide testing program and made COVID-19 vaccine shots available on site. Registered nurses at Cigar Lake administered the vaccines to employees and contractors on a voluntary basis. We also introduced a hybrid work model for employees working from home that balances time in the office and remote working in accordance with business needs.
Strategic focus
We have a strong and engaged board, keenly focused on Cameco's strategic direction and risk oversight to help the company achieve its vision to energize a clean-air world. The board works closely with management, reviewing and discussing strategy at every regular board meeting. In 2021, the board met eight times (either as formal meetings or update calls) to provide strategic oversight on various matters as Cameco continued to build resiliency and navigate the challenges of the global pandemic.
Despite the additional disruptions to our business in 2021, Cameco executed on all strategic fronts: operational, marketing and financial. In 2021, we added 30 million pounds to our portfolio of long-term contracts and another 40 million pounds at the start of 2022. We delivered over 24 million pounds of uranium to customers and generated $458 million in cash from operations, with higher averaged realized prices in our fuel services segment than in 2020. However, because of the unplanned precautionary production suspension at Cigar Lake due to the COVID-19 pandemic, we incurred $40 million in care and maintenance costs and produced only 6.1
1 The message from the chair of the board and the CEO contains forward-looking information and is based upon the assumptions and subject to the material risks described at pages 2 through 4 of our 2021 management's discussion and analysis (MD&A). Actual outcomes for future periods may be significantly different.
2022 MANAGEMENT PROXY CIRCULAR 1
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Cameco Corporation published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 15:21:04 UTC.