In the Management Information Circular, on page 11, you'll see "The Company’s executive compensation program is administered by the Board of Directors, upon the recommendations of the Compensation Committee..."
As unfair as this may seem, it is the way things always work in public corporations. Management serves at the pleasure of the Board of Directors. Shareholders elect Directors, but have no control over decisions with respect to the individuals chosen to serve in management, nor how they may be compensated. Of course, Directors may wish to be elected again, so in that respect, they are accountable to shareholders.
It is unfortunate that there are loose ends around the terms or conditions of the management contracts, but that is a house-keeping issue, with respect to corporate governance.
I agree that the Change of Control provisions are excessive. The severance to be paid would be not less than two years' salary (but up to five years' salary, assuming a five-year contract term), but also a lump sum? Good management gig, if you can sign one like that.
Lar
