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noTICE oF 2023 annual GEnEral SHarEHolDEr MEETInG
anD ManaGEMEnT Proxy CIrCular
annual GEnEral MEETInG May 4, 2023
What's inside
1 | Notice of 2023 annual general shareholder meeting and meeting materials | 4 |
2 | About voting your shares | 5 |
3 | What the meeting will cover | 8 |
4 | About the nominated directors | 9 |
5 | Director compensation | 17 |
6 | Corporate governance practices | 19 |
7 | Committee reports | 34 |
Executive compensation | 41 | |
8 The Board of Directors' letter to shareholders | 42 | |
9 Compensation discussion & analysis | 46 | |
10 President and CEO compensation | 58 | |
11 Compensation of our named executive officers | 62 | |
12 | Other important information | 79 |
13 | Schedule A - Withdrawn shareholder proposal | 80 |
14 | Caution regarding forward-looking statements | 81 |
Five ways
to vote
by proxy
On the Internet
By telephone
By email
By fax
By mail
Voting by proxy is the
easiest way to vote
Please refer to the proxy form or voting instruction form provided to you or to section 2, entitled About voting your shares, for more information on the voting methods available to you. If you elect to vote on the Internet or by telephone, you do not need to return your proxy form or voting instruction form.
Letter from the Chair of the Board
and the President and Chief Executive Officer
Dear fellow shareholders,
To align with our ESG standards and enable more people to attend and participate in shareholder meetings, the 2023 BCE Annual General Shareholder Meeting will be available via live video webcast only at https://web.lumiagm.com/435242716 at 9:30 a.m. (Eastern time) on Thursday, May 4, 2023. Please refer to section 2.1, entitled How to vote, under the headings Attending and participating at the meeting and How to ask questions, for further details.
As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy at any time prior to the meeting. We encourage you to do so and have enabled voting online, by phone, by email, by fax or by mail. You can also vote by attending the virtual meeting online. Please refer to the instructions in section 2.1, entitled How to vote, for further details.
This circular provides details about all the items for consideration at the meeting, such as information about nominated directors and their compensation, the auditors, our corporate governance practices, and reports from the standing committees of the Board. The circular also contains detailed information about our philosophy, policies and programs for executive compensation and how the Board receives input from shareholders on these matters.
At the meeting, we will review our strategy, financial position, business operations and the value we deliver to shareholders. We also look forward to responding to your questions.
Thank you for your continued confidence in BCE.
Sincerely,
Gordon M. Nixon | Mirko Bibic |
Chair of the Board | President and CEO |
March 2, 2023 |
Gordon M. Nixon
Mirko Bibic
1
Summary
Below are highlights of some of the important information you will find in this management proxy circular. These highlights do not contain all the information that you should consider. You should therefore read the circular in its entirety before voting.
Shareholder voting matters
Election of 14 Directors
Appointing Deloitte LLP as Auditors
Advisory Resolution on Executive Compensation
Our director nominees
Name | |||
and region | Director | ||
Independent | Age | Since | Position |
M. Bibic | 55 | 2020 | President and CEO - |
Ontario | BCE Inc. and | ||
Bell Canada | |||
D.F. Denison | 70 | 2012 | Corporate Director |
Ontario | |||
R.P. Dexter | 71 | 2014 | Chair and CEO - |
Nova Scotia | Maritime Travel Inc. | ||
K. Lee | 59 | 2015 | Corporate Director |
Ontario | |||
M.F. Leroux | 68 | 2016 | Corporate Director |
Québec | |||
S.A. Murray | 67 | 2020 | Corporate Director |
Ontario | |||
G.M. Nixon | 66 | 2014 | Corporate Director - |
Ontario | Chair of the Board - | ||
BCE Inc. and | |||
Bell Canada | |||
L.P. Pagnutti | 64 | 2020 | Corporate Director |
Ontario | |||
C. Rovinescu | 67 | 2016 | Corporate Director |
Ontario | |||
K. Sheriff | 65 | 2017 | Corporate Director |
Ontario | |||
R.C. Simmonds | 69 | 2011 | Chair - Lenbrook |
Ontario | Corporation | ||
J. Tory | 67 | 2021 | Corporate Director |
Ontario | |||
L. Vachon | 60 | 2022 | Operating Partner - |
Québec | J.C. Flowers & Co. | ||
C. Wright | 49 | 2021 | President - Wittington |
Ontario | Investments, Limited |
Board vote | Page reference for | |||||||||
recommendation | more information | |||||||||
FOR each nominee | 8 and 9 | |||||||||
FOR | 8 | |||||||||
FOR | 9 and 41 | |||||||||
Committee | ||||||||||
memberships | ||||||||||
Governance | fund | Board and committee attendance 2022 | ||||||||
Audit | Compen- sation | Top four competencies | ||||||||
Riskand pension | ||||||||||
Other public boards | ||||||||||
100% | 1 | • CEO/Senior Management | • Media/Content | |||||||
• Government/Regulatory | • Telecommunications | |||||||||
Affairs | ||||||||||
C | 2 | • Accounting/Finance | • Governance | |||||||
100% | ||||||||||
• CEO/Senior Management | • Human Resources/ | |||||||||
Compensation | ||||||||||
1 | • Governance | • Retail/Customer | ||||||||
100% | ||||||||||
• Human Resources/ | • Risk Management | |||||||||
Compensation | ||||||||||
1 | • Accounting/Finance | • Governance | ||||||||
100% | ||||||||||
• CEO/Senior Management | • Risk Management | |||||||||
C | 2 | • Accounting/Finance | • Corporate Responsibility | |||||||
100% | ||||||||||
• CEO/Senior Management | • Governance | |||||||||
2 | • CEO/Senior Management | • Investment Banking/ | ||||||||
100% | ||||||||||
• Human Resources/ | Mergers & Acquisitions | |||||||||
Compensation | • Risk Management | |||||||||
2 | • CEO/Senior Management | • Human Resources/ | ||||||||
100% | ||||||||||
• Governance | Compensation | |||||||||
• Investment Banking/ | ||||||||||
Mergers & Acquisitions | ||||||||||
C | - | • Accounting/Finance | • Governance | |||||||
100% | ||||||||||
• CEO/Senior Management | • Risk Management | |||||||||
C | 1 | • CEO/Senior Management | • Retail/Customer | |||||||
100% | ||||||||||
• Human Resources/ | • Risk Management | |||||||||
Compensation | ||||||||||
1 | • CEO/Senior Management | • Technology | ||||||||
94.4% | ||||||||||
• Risk Management | • Telecommunications | |||||||||
- | • Governance | • Technology | ||||||||
100% | ||||||||||
• Government/Regulatory | • Telecommunications | |||||||||
Affairs | ||||||||||
1 | • CEO/Senior Management | • Human Resources/ | ||||||||
100% | ||||||||||
• Corporate Responsibility | Compensation | |||||||||
• Retail/Customer | ||||||||||
3 | • CEO/Senior Management | • Retail/Customer | ||||||||
100% | ||||||||||
• Human Resources/ | • Risk Management | |||||||||
Compensation | ||||||||||
3 (1) | • Corporate Responsibility | • Governance | ||||||||
100% | ||||||||||
• Government/ | • Investment Banking/ | |||||||||
Regulatory Affairs | Mergers & Acquisitions | |||||||||
- In connection with being President of Wittington Investments, Limited, the controlling shareholder of George Weston Limited, Loblaw Companies Limited and Choice Properties REIT, C. Wright is a director of each of these companies, which are all affiliatesin the Weston group.
2 BCE Inc. 2023 Proxy Circular
Corporate governance
BCE's Board and management believe that strong corporate governance practices contribute to superior results in creating and maintaining shareholder value. That is why we continually seek to strengthen our leadership in corporate governance and ethical business conduct by adopting best practices and providing full transparency and accountability to our shareholders. The Board is responsible for the supervision of the business and affairs of the Corporation.
Board information and governance best practices
14 Size of Board
13 Independent Directors
99.5% 2022 Board and Committee Director Attendance Record
Board Committee Members Are All Independent
Board Diversity Policy and Target for Gender Representation
Annual Election of All Directors
Directors Elected Individually
Majority Voting for Directors
Separate Chair and CEO
Board Interlocks Guidelines
Directors' Tenure Guidelines
Board Renewal: 8 Non-Executive Director Nominees ≤7 Years Tenure
Share Ownership Guidelines for Directors and Executives
Code of Business Conduct and Ethics Program
Annual Advisory Vote on Executive Compensation
Formal Board Evaluation Process
Board Risk Oversight Practices
ESG Strategy Reviewed by Board
Robust Succession Planning
Executive compensation
BCE is focused on a pay-for-performance approach for all team members, including our executives. In order to attract, motivate and retain top talent, the Corporation offers a competitive total compensation package, with target positioning at the 60th percentile of the comparator group for strong performers.
- BASE SALARY: rewards the scope and responsibilities of a position, with target positioning at the median of our comparator group.
- ANNUAL INCENTIVE: encourages strong performance against yearly corporate and individual objectives.
- LONG-TERMINCENTIVE: aligns with long-term interests of shareholders.
The mix of vehicles awarded under the long-term incentive plan favours the execution of multiple objectives. They are structured to create sustainable value for shareholders by attracting, motivating and retaining the executive officers needed to drive the business strategy, and rewarding them for delivering on our goal of advancing how Canadians connect with each other and the world, through the successful execution of our six strategic imperatives. As noted in the Compensation Discussion
- Analysis, the Long-term incentive plan (LTIP) is comprised of 50% Restricted share units (RSUs) and 50% Performance share units (PSUs), and no changes were made to the LTIP program for 2022, and further, no additional changes are planned for 2023. No stock options were granted in 2022.
2022 Target pay at risk (1)
President & CEO
12% | 24% | 32% | 32% |
At-risk88% |
Other NEOs
19% | 23% | 29% | 29% | |
At-risk81% | ||||
Salary | Annual Short-Term Incentive Plan | RSU Awards | PSU Awards |
- Based on 2022 actual base salary. Pay at risk is annual short-term incentive plan, RSU awards and PSU awards. At-risk components are based on target levels. Excludes pension and other compensation elements.
Highlights
- Reviewed, and recommended that the Board approve, an enhanced ESG oversight model. Details on pages 29, 30 and 36.
- Gender diverse directors represent 36% of director nominees. Details on page 23.
- Members of visible minorities represent 14% of director nominees. Details on page 23.
- Conducted a comprehensive assessment of the effectiveness and performance of the Board and its committees.
Details on page 25. - Approved our strategic plan, taking into account the opportunities and risks of the business units for the upcoming year. Details on page 19.
Overview of executive compensation best practices adopted by BCE
- Stringent share ownership requirements.
- Emphasis on pay at risk for executive compensation.
- Double trigger change-in-control policy.
- Anti-hedgingpolicy on share ownership and incentive compensation.
- Clawbacks for the President & CEO and all EVPs as well as all option holders.
- Caps on BCE Supplemental Executive Retirement Plans (SERP) and annual bonus payouts, in addition to long-term incentive grants.
- Vesting criteria aligned to shareholder interests. Details on page 49.
3
Attachments
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Disclaimer
BCE Inc. published this content on 02 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2023 13:40:02 UTC.