Notice of Annual Meeting of Shareholders
To Be Held April 19, 2016
Information Circular
Your Participation is Important Please Take the Time to Vote
WHAT'S INSIDE: INVITATION TO SHAREHOLDERS 1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2 INFORMATION CIRCULAR 5DEFINITIONS 5
VOTING AND PROXIES: QUESTIONS AND ANSWERS 7
VOTING BY NON-REGISTERED SHAREHOLDERS 9
BUSINESS TO BE TRANSACTED AT THE MEETING 10
SIZE OF BOARD 12
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS 12
BOARD RENEWAL 16
DIRECTOR COMPENSATION 18
VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND NORMAL COURSE ISSUER BID 21
APPOINTMENT OF THE AUDITOR 22
ADVISORY RESOLUTION ON THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION (SAY ON PAY) 23
AMENDMENT OF STOCK OPTION PLAN 23
INCREASE OF AVAILABLE SHARES 23
ADDITIONAL AMENDMENTS 24
RESOLUTIONS 25
OUR CORPORATE GOVERNANCE POLICIES AND PROCEDURES 25
GOVERNANCE POLICY 25
EXECUTIVE CHAIRMAN OF THE BOARD 26
LEAD DIRECTOR 26
GOVERNANCE & NOMINATING COMMITTEE 26
MAJORITY VOTING POLICY AND ADVANCE NOTICE POLICY 27
CODE OF CONDUCT 27
CHARTERS 27
REVISED MINIMUM EQUITY HOLDING 28
MANDATE OF THE BOARD 29
CORPORATE DISCLOSURE POLICY 29
AUDIT COMMITTEE 29
DECISIONS REQUIRING PRIOR APPROVAL BY THE BOARD 30
SHAREHOLDER FEEDBACK AND CONCERNS 30
EXPECTATIONS OF MANAGEMENT 31
COMPOSITION OF THE BOARD 31
GENDER EQUALITY 32
SERVING ON OTHER BOARDS 33
COMMITTEES OF THE BOARD 33
ORIENTATION PROGRAM AND CONTINUING EDUCATION 35
PERFORMANCE REVIEWS 37
MEETING ATTENDANCE RECORD 37
EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS 37
REPORT ON EXECUTIVE COMPENSATION 37
PERFORMANCE GRAPH 44
EXECUTIVE COMPENSATION 45
OPTION GRANTS 46
RS UNITS AND PS UNITS 50
PENSION PLANS 51
DIRECTORS' COMPENSATION AND HOLDINGS 53
INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES 53
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 53
ADDITIONAL INFORMATION 54
INVITATION TO SHAREHOLDERSDear Shareholders:
You are invited to attend the Annual Meeting of Shareholders of West Fraser Timber Co. Ltd., which will take place on April 19, 2016 at 11:30 a.m., local time, at 1250 Brownmiller Road, Quesnel, B.C.
The items of business to be considered at the Meeting are described in the accompanying Notice of Annual Meeting and Information Circular.
Your participation and views are very important to us. You are encouraged to vote, which can be done by following the instructions enclosed with these materials.
All of our public documents, including the 2015 Annual Report and Quarterly Reports, are available on our website at www.westfraser.com. You are encouraged to access our website during the year for continuous disclosure items, including news releases and investor presentations.
I look forward to seeing you at the Meeting. Yours sincerely,
Ted Seraphim
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSThe annual meeting (the "Meeting") of Shareholders of WEST FRASER TIMBER CO. LTD. (the "Company") will be held at 1250 Brownmiller Road, Quesnel, B.C. on April 19, 2016 at 11:30 a.m., local time, for the following purposes:
to receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2015, together with the auditor's report on them;
to fix the number of directors at eleven;
to elect the directors of the Company to hold office until the close of the next annual general meeting;
to appoint an auditor of the Company to serve until the close of the next annual general meeting and to authorize the directors to fix the auditor's remuneration;
to consider an advisory (non-binding) resolution on the Company's approach to executive compensation, as more particularly set out in the section of the Information Circular entitled "Advisory Resolution on the Company's Approach to Executive Compensation (Say on Pay)";
to consider and, if deemed advisable, approve the proposed amendments to the 1994 Director, Officer and Employee Stock Option Plan of the Company by way of two separate and independent resolutions;
to consider any amendment to or variation of any matter identified in this Notice; and
to transact such other business as may properly come before the Meeting or any adjournment of it.
A copy of the Annual Report of the Company for the year ended December 31, 2015 accompanies this Notice. The Annual Report includes the consolidated financial statements and the auditor's report.
Shareholders registered at the close of business on March 2, 2016 will be entitled to receive this Notice and to vote at the Meeting.
General Information
The Company has prepared a notice of meeting, Information Circular and form of proxy relating to the Meeting, and the Information Circular contains details of the matters to be considered at the Meeting. This Notice of Meeting has been prepared and mailed to you under the notice and access rules that came into effect on February 11, 2013 pursuant to applicable Canadian securities laws. Notice and access enables issuers to reduce the volume of materials that must be physically mailed to shareholders by posting the Information Circular and related materials on the internet. Please call CST Trust Company toll-free at 1-800-387-0825 if you have any questions about notice and access.
West Fraser Timber Co. Ltd. issued this content on 14 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 March 2016 16:30:50 UTC
Original Document: http://www.westfraser.com/sites/default/files/Information Circular.pdf