A Responsible Care? Company
METHANEX CORPORATION
ANNUAL INFORMATION FORM
www.methanex.com
March 24, 2011
TABLE OF CONTENTS
REFERENCE INFORMATION eoococncncnonansossncnsos
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
THE COMPANY
BUSINESS OF THE COMPANY
Overview of the Business
DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY
Our Strategy
METHANOL INDUSTRY INFORMATIO
Demand Factors.
Supply Factors…
UCI
PRODUCTION
Production PIOCESS ..ocococicccnocococnonononononanononanunnonocncnonononn nooo on ona nono Dn Dn Ona nn an On OR OR ORD Dn Re RR ORO RR RR RA RR OR AR RR RR RR ORAR RR RN OR Ona R Ra Dn ananann an enananannanens
Operating Data and Other Information..
MARKETING ooononococnononcnsnsnsiinsisononos
DISTRIBUTION AND LOGISTICS …
NATURAL GAS SUPPLY
General
Trinidad
New Zealand
Egypt ….
Canada..
FOREIGN OPERATIONS AND GOVERNMENT REGULATION
General .
New Zealand
Egypt
RESPONSIBLE CARE .
ENVIRONMENTAL MATTERS
Management of Greenhouse Gas Emissions.
INSURANCE
COMPETITION
EMPLOYEES
RISK FACTOR:
DIVIDENDS
CAPITAL STRUCTURE.
RATINGS
MARKET FOR SECURITIES
DIRECTORS AND EXECUTIVE OFFICER:
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.
EXPERTS
LEGAL PROCEEDINGS
AUDIT COMMITTEE INFORMATION
The Audit Committee Charter
Composition of the Audit Committee.
Relevant Education and Experience …
Pre-Approval Policies and Procedures ..
Audit and Non-Audit Fees Billed by the Independent Auditors
TRANSFER AGENT AND REGISTRAR.
CONTROLS AND PROCEDURES.
CODE OF ETHICS eonenccnononnonooas
ADDITIONAL INFORMATION eoononcononcononcncnsoncnconensoncnconcnconcnooncnsoncnsoncnnoncnnoncno casan on cnn cncnn on canon canon canoa casan cnn on cnc on cnc on cns an cns on cns an cnsancnos
IN AAA
REFERENCE INFORMATION
In this Annual Information Form (“AIF”), a reference to the “Company” refers to Methanex Corporation and a reference to
“Methanex,” “we,” “us,” “our” and similar words refers to the Company and its subsidiaries or any one of them as the context requires,
as well as their respective interests in joint ventures and partnerships.
We use the United States dollar as our reporting currency. Accordingly, unless otherwise indicated, all dollar amounts in this AIF
are stated in United States dollars.
In this AIF, unless the context otherwise indicates, all references to “methanol” are to chemical-grade methanol. Methanol”s
chemical formula is CH¿OH and it is also known as methyl alcohol.
In this AIF, we incorporate by reference our 2010 Management’s Discussion and Analysis (“2010 MDxx£A”), which
contains information required to be included in this AIF. The 2010 MDKxxA is publicly accessible and is filed on the Canadian
Securities Administrators* SEDAR website at www.sedar.com and on the United States Securities and Exchange
Commission’s EDGAR website at www.sec.g0v.
The approximate conversion of measurement used in this AIF is as follows:
1 tonne of methanol = 332.6 US gallons of methanol
Some of the historical price data and supply and demand statistics for methanol and certain other industry data contained in this
AIF are derived by the Company from industry consultants or from recognized industry reports regularly published by independent
consulting and data compilation organizations in the methanol industry, including Chemical Market Associates Inc., Jim Jordan $
Associates, Tecnon OrbiChem Ltd., Reed Business Information Ltd. and Consensus Economics Inc. Industry consultants and industry
publications generally state that the information provided has been obtained from sources believed to be reliable. We have not
independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied
upon in these reports.
Responsible Care” is a registered trademark of the Chemistry Industry Association of Canada and is used under license by us.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements with respect to us and the chemical industry. Statements that include the
words “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version
of those words or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking
statements.
”xx ”xx ” xx”
More particularly and without limitation, any statements regarding the following are forward-looking statements:
e expected demand for methanol and its derivatives,
e expected new methanol supply and timing for
start-up of the same,
e expected shut downs (either temporary or permanent)
or re-starts of existing methanol supply (including
our own facilities), including, without limitation,
timing of planned maintenance outages,
e expected methanol and energy prices,
e expected levels and timing of natural gas supply to
our plants, including without limitation, levels of
natural gas supply from investments in natural gas
exploration and development in Chile and New
Zealand and availability of economically priced
natural gas in Chile, New Zealand and Canada,
e capital committed by third parties towards future
natural gas exploration in Chile and New Zealand,
e expected capital expenditures, including without
limitation, those to support natural gas exploration
and development in Chile and New Zealand and the
restart of our idled methano!l facilities,
e anticipated production rates of our plants, including
without limitation, our Chilean facilities, the new
methanol plant in Egypt which is currently in the
commissioning phase and the restart of our Medicine
Hat facility expected in the second quarter of 2011,
e expected operating costs, including natural gas
feedstock costs and logistics costs,
e expected tax rates or resolutions to tax disputes,
e expected cash flows and earnings capability,
e anticipated completion date of, and cost to complete,
our methanol project in Egypt and the Medicine Hat
restart project,
e ability to meet covenants associated with our
long-term debt obligations, including without
limitation, the Egypt limited recourse debt facilities
which have conditions associated with operational
completion of the plant and related mortgages which
require actions by governmental entities,
e availability of committed credit facilities and other
financing,
e shareholder distribution strategy and anticipated
distributions to shareholders,
+ commercial viability of, or ability to execute, future
projects or capacity expansions,
e financial strength and ability to meet future financial
commitments,
e expected impact of regulatory actions, including
assessments of carcinogenicity of methanol,
formaldehyde and MTBE, the imposition of
formaldehyde emission limits and legislation related
to Co, emissions in New Zealand and Canada,
e expected global or regional economic activity
(including industrial production levels),
e expected actions of governments, gas suppliers,
courts and tribunals, or other third parties, and
* expected impact on our results of operations in Egypt
and our financial condition as a consequence of
actions taken by the Government of Egypt and its
agencies.
We believe that we have a reasonable basis for making such forward-looking statements. The forward-looking statements in this
document are based on our experience, our perception of trends, current conditions and expected future developments as well as other
factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections that are
included in these forward-looking statements, including, without limitation, future expectations and assumptions concerning the
following:
e supply of, demand for, and price of, methanol,
methanol derivatives, natural gas, oil and oil
derivatives,
priced natural gas in Chile, New Zealand and
Canada,
* production rates of our facilities, including without
limitation, our Chilean facilities, the new methanol
plant in Egypt which is currently in the
e success of natural gas exploration in Chile and New
Zealand and our ability to procure economically
commissioning phase and the restart of our Medicine
Hat facility expected in the second quarter of 2011,
receipt or issuance of third party consents or
approvals, including without limitation,
governmental registrations of land title and related
mortgages in Egypt, governmental approvals related
to natural gas exploration rights, rights to purchase
natural gas or the establishment of new fuel
standards,
operating costs including natural gas feedstock and
logistics costs, capital costs, tax rates, cash flows,
foreign exchange rates and interest rates,
timing of completion and cost of our methanol
project in Egypt and the Medicine Hat restart project,
ability to meet covenants associated with our
long-term debt obligations, including without
limitation, the Egypt limited recourse debt facilities
which have conditions associated with operational
completion of the plant and completion of certain
land title registrations and related mortgages which
require actions by governmental entities,
availability of committed credit facilities and other
financing,
global and regional economic activity (including
industrial production levels),
absence of a material negative impact from major
natural disasters or global pandemics,
absence of a material negative impact from changes
in laws or regulations, and
enforcement of contractual arrangements and ability
to perform contractual obligations by customers,
suppliers and other third parties.
However, forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ
materially from those contemplated by the forward-looking statements. The risks and uncertainties primarily include those attendant
with producing and marketing methanol and successfully carrying out major capital expenditure projects in various jurisdictions,
including without limitation.
e conditions in the methanol and other
industries, including fluctuations in supply,
demand and price for methanol and its
derivatives, including demand for methanol for
energy uses,
the price of natural gas, oil and oil derivatives,
the success of natural gas exploration and
development activities in southern Chile and
New Zealand and our ability to obtain any
additional gas in Chile, New Zealand and
Canada on commercially acceptable terms,
the timing of start-up and cost to complete our
new methanol joint venture project in Egypt,
actions of competitors and suppliers,
actions of governments and governmental
authorities including without limitation,
implementation of policies or other measures that
could impact the supply or demand for methanol or
its derivatives,
changes in laws or regulations,
import or export restrictions, anti-dumping
measures, increases in duties, taxes and government
royalties, and other actions by governments that
may adversely affect our operations or existing
contractual arrangments,
world-wide economic conditions, and
e the ability to successfully carry out corporate : . :
mo aby UY y “P e other risks described in our 2010 MDéA.
initiatives and strategies,
In addition to the foregoing risk factors, the current uncertain economic environment has added additional risks and uncertainties,
including changes in capital markets and corresponding effects on the Company”s investments, our ability to access existing or future
credit and defaults by customers, suppliers or insurers.
Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking
statements. They are not a substitute for the exercise of one’s own due diligence and judgment. The outcomes anticipated in
forward-looking statements may not occur and we do not undertake to update forward-looking statements except as required by
applicable securities laws.
THE COMPANY
Methanex Corporation was incorporated under the laws of Alberta on March 11, 1968 and was continued under the Canada
Business Corporations Act on March 5, 1992. Its registered and head office is located at 1800 Waterfront Centre, 200 Burrard Street,
Vancouver, British Columbia, V6C 3M1 (telephone: 604-661-2600).
The following chart includes the Company”s principal operating subsidiaries and partnerships as of December 31, 2010 and, for
each subsidiary or partnership, its place of organization and the Company”s percentage of voting interests beneficially owned or over
which control or direction is exercised. The chart also shows our principal production facilities and their locations.
Y N
/ a Chi:
sé Methanex Chile
3 E >hito S Methanol
E Chile S.A. Plants
al 100% 7hil O
¡Ue (Chile) (Chile) )
Al /!
| Waterfront Shipping |
Company Limited
100% (Barbados) –
s Medicine Hat
3 Plant”
ES Alberta
E Methanex Methanol ( )
1 Company, LLC
3 100% (Delaware) (1) Our plants in Chile represent 3.8 million
3 tonnes per year of annual production
E Sr capacity and since 2007 we have operated
5 Methanex Trinidad Titan the site significantly below capacity due
E (Titan) Unlimited Methanol primarily to curtailments of natural gas
< [| 100% (Trinidad) Plant supply from Argentina.
E Ú (Trinidad)
Ez
S (2) Our 470,000 tonne per year plant in
Atlas Methano! (Atlas Medicine Hat is scheduled to restart in the
o tlas Methano! Methanol second quarter of 2011.
Company Unlimited m0
63.1%] (Trinidad) Plant
l Ú (Trinidad) ) (3) The Titan methano! plant represents 900,000
Methanex X tones per year of anmual production
. — capacity.
Corporation – capacity
(Canada) ( (4) The Atlas methanol plant represents 1.15
Methanex Asia million -tonnes of annual production
Pacific Limited capacity.
100% (Hong Kong)
(5) The Motunui facilities in New Zealand can
produce up to 1.7 million tonnes per year of
8 Methanex New Motunui methanol and were idled in November 2004
3 Zealand Limited Methanol as a result of natural gas supply constraints.
A 100% (New Zealand) Plants? We restarted one idled 850,000 tonne per
a – (New Zealand) year Motunui plant in October 2008.
< Methanex Motunui
100% Limited (6) Our 530,000 tonne per year Waitara Valley
2] AewZealand) Plant in New Zealand was idled in Octob
Waitara Valley lant in New Zealand was idled in October
Methanol 2008 after the restart of our 850,000 tonne
Plant per year Motunui Plant.
l (New Zealand) .
MU (7) The 1.26 million tone per year EMethanex
a methanol facility in Egypt is in the
_ commissioning phase and produced first
Yi N methanol in January 2011.
VA ‘
S Methanex Europe NV
| E 100% (Belgium)
E – |
52 Egyptian Methanex EMethanex
| 4 Methanol Company Methanol
2 2 so | S:A-E. (EMethanex) Plant”
IS E (Egypo) (Egypt)
Ss
Ú |
BUSINESS OF THE COMPANY
Overview of the Business
Methanol is a clear liquid commodity chemical that is predominantly produced from natural gas and also, particularly in China,
from coal. Approximately two-thirds of all methanol demand is used to produce traditional chemical derivatives, including
formaldehyde, acetic acid and a variety of other chemicals that form the basis of a large number of chemical derivatives for which
demand is influenced by levels of global economic activity. The remaining one-third of methanol demand comes from the energy
sector. There has recently been strong demand growth for methanol in energy-related applications such as direct methanol blending
into gasoline and dimethyl ether (“DME”), which can be blended with liquefied petroleum gas (“LPG”) for use in household cooking
and heating, and also as a substitute for diesel. Methanol is also used to produce biodiesel and methyl tertiary butyl ether (“MTBE”), a
gasoline component.
We are the world”s largest supplier of methanol to the major international markets of Asia Pacific, North America, Europe and
Latin America. Our total annual production capacity, including equity interest in jointly owned plants, is approximately 9.31 million
tonnes and is located in Chile, Trinidad, New Zealand, Egypt and Canada. In Egypt, we have a 60% interest in a new 1.26 million
tonne per year methanol plant (refer to Natural Gas Supply section on page 15 for more information). We have marketing rights for
100% of the production from our jointly owned plants in Trinidad and Egypt and this provides us with an additional 1.17 million
tonnes per year of methanol offtake supply. In addition to the methanol produced at our sites, we purchase methanol produced by
others under methanol offtake contracts and on the spot market. This gives us flexibility and certainty in managing our supply chain
while continuing to meet customer needs and support our marketing efforts.
Our operations consist of the production and sale of methanol, which constitutes a single operation segment. Revenue, sales
volumes and production volumes for each of the last two years can be found under Financial Highlights in our 2010 MDáA.
DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY
Our Strategy
Our primary objective is to create value by maintaining and enhancing our leadership in the global production, marketing and
delivery of methanol to our customers. Our simple, clearly defined strategy – global leadership, low cost, and operational excellence –
has helped us achieve this objective.
Global Leadership
Global Leadership is a key element of our strategy with a focus on maintaining and enhancing our position as the major supplier
to the global methanol industry, enhancing our ability to cost-effectively deliver methanol supply to our customers and supporting
global methanol demand growth for both traditional and energy-related methanol derivatives.
We are the leading supplier of methanol to the major international markets of North America, Asia Pacific, Europe and Latin
America. Our sales volumes in 2010 represented approximately 15% of total global methanol demand and we grew sales volumes by
16% from 5.95 million tonnes in 2009 to 6.93 million tonnes in 2010. Our leadership position has enabled us to play an important role
in the industry, which includes publishing Methanex reference prices that are generally used in each major market as the basis of
pricing for most of our customer contracts (refer to Methanol Industry Information section on page 9 for further information).
The geographically diverse location of our production sites allows us to deliver methanol cost-effectively to customers in all
major global markets, while our investments in global distribution and supply infrastructure, which includes a dedicated fleet of
ocean-going vessels and terminal capacity within all major international markets, enable us to enhance value to customers by
providing reliable and secure supply.
A key component of our Global Leadership strategy is a focus on strengthening our asset position and increasing production at
our sites. We expect to increase production in 2011 with the start-up of production from the 1.26 million tonne per year methanol plant
in Egypt and the restart of our 0.47 million tonne per year Medicine Hat, Alberta plant. Both of these sites are well located and will
provide additional security of supply for our customers. Our methanol facilities in Chile represent 3.8 million tonnes of annual
production capacity and since 2007 we have operated the site significantly below capacity. This is primarily due to curtailments of
natural gas supply from Argentina (refer to Natural Gas Supply – Chile section on page 16 for further information). Our goal is to
progressively increase production at our Chile site with natural gas from suppliers in Chile by supporting the acceleration of natural
gas development in southern Chile. We are also focused on accessing additional natural gas supply to increase production in New
Zealand, where we currently have approximately 1.35 million tonnes of idled annual production capacity.
7
Another key component of our Global Leadership strategy is our ability to supplement our methanol production with methanol
purchased from others to give us flexibility in our supply chain and continue to meet customer commitments. We purchase through a
combination of methanol offtake contracts and spot purchases. We manage the cost of purchased methanol by taking advantage of our
global supply chain infrastructure, which allows us to purchase methanol in the most cost-effective region while still maintaining
overall security of supply. We grew our sales and purchasing levels in 2010 in anticipation of increased production from the Egypt
plant. However, we expect purchased methanol will represent a lower proportion of our overall sales volumes with increased
production in Egypt and Canada in 2011.
The Asia Pacific region continues to lead global methanol demand growth and we have invested in and developed our presence in
this important region. In 2007, we added storage capacity in China, and combined with our storage facilities in Korea, this has allowed
us to cost-effectively manage supply to customers in this region. We have offices in Hong Kong, Shanghai, Beijing, Korea and Japan
to enhance customer service and industry positioning in the region. This also enables us to participate in and improve our knowledge
of the rapidly evolving and high growth methanol markets in China and other Asian countries. Our expanding presence in Asia has
also helped us identify several opportunities to support the development of applications for methanol in the energy sector.
With China continuing to demonstrate the success of methanol for use in energy markets, other countries are also considering the
use of methanol in energy applications and we are involved in a project to test methanol fuel blending in Trinidad. We are also
working with several producers of renewable methanol to help develop markets that recognize the unique characteristics of methanol
produced from renewable feedstock. We also continued to advance our joint venture DME project in Egypt.
Low Cost
A low cost structure is an important element of competitive advantage in a commodity industry and is a key element of our
strategy. Our approach to major business decisions is guided by our drive to improve our cost structure, expand margins and return
value to shareholders. The most significant components of our costs are natural gas for feedstock and distribution costs associated with
delivering methanol to customers.
Our production facilities in Trinidad represent 2.05 million tonnes per year of competitive cost production capacity. These
facilities are well located to supply markets in North America and Europe and are underpinned by take-or-pay natural gas purchase
agreements where the gas price varies with methanol prices.
As described above, we expect an increase in our production capability in 2011 from the new methanol plant in Egypt and the
restart of our Medicine Hat, Alberta plant. We also are focused on accessing natural gas to increase production at our existing sites in
Chile and New Zealand. We believe these initiatives will further enhance our competitive cost structure and our ability to
cost-effectively deliver methanol to customers (refer to the Natural Gas Supply section on page 15 for more information).
The cost to distribute methanol from production facilities to customers is also a significant component of our operating costs.
These include costs for ocean shipping, in-market storage facilities and in-market distribution. We are focused on identifying
initiatives to reduce these costs, including optimizing the use of our shipping fleet to reduce costs and taking advantage of prevailing
conditions in the shipping market by varying the type and length of term of ocean vessel contracts. We are continuously investigating
opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to
customers. We also look for opportunities to leverage our global asset position by entering into product exchanges with other
methanol producers to reduce distribution costs.
Operational Excellence
We maintain a focus on operational excellence in all aspects of our business. This includes excellence in our manufacturing and
supply chain processes, marketing and sales, human resources, corporate governance practices and financial management.
To differentiate ourselves from our competitors, we strive to be the best operator in all aspects of our business and to be the
preferred supplier to customers. We believe that reliability of supply is critical to the success of our customers” businesses and our
goal is to deliver methanol reliably and cost-effectively. We have a commitment to Responsible Care (a risk-minimization approach
developed by the Chemistry Industry Association of Canada) and we use it as the umbrella under which we manage issues related to
health, safety, the environment, community involvement, social responsibility, security and emergency preparedness at each of our
facilities and locations. We believe our commitment to Responsible Care helps us reduce the likelihood of unplanned shutdowns and
safety incidents and achieve an excellent overall environmental record. In 2010, we experienced no employee recordable injuries
across the organization as well as improvement in contractor safety performance resulting in overall safety performance that exceeds
the Canadian industry average for comparable companies (refer to the Responsible Care section on page 19 for more information).
Product stewardship is a vital component of our Responsible Care culture and guides our actions through the complete life cycle
of our product. We aim for the highest safety standards to minimize risk to our employees, customers and suppliers as well as to the
environment and the communities in which we do business. We promote the proper use and safe handling of methanol at all times
through a variety of internal and external health, safety and environmental initiatives, and we work with industry colleagues to
improve safety standards and regulatory compliance. We readily share our technical and safety expertise with key stakeholders,
including customers, end-users, suppliers, logistics providers and industry associations in the methanol and methanol applications
marketplace through active participation in local and international industry seminars and conferences, and online education initiatives.
As a natural extension of our Responsible Care ethic, we have a Social Responsibility policy that aligns our corporate governance,
employee engagement and development, community involvement and social investment strategies with our core values and corporate
strategy.
Our strategy of operational excellence includes the financial management of the Company. We operate in a highly competitive
commodity industry. Accordingly, we believe it is important to maintain financial flexibility and we have adopted a prudent approach
to financial management. At December 31, 2010, we had a strong balance sheet with a cash balance of $194 million, a $200 million
undrawn credit facility and no re-financing requirements until mid-2012. We believe we are well positioned to meet our financial
commitments and continue investing to grow our business.
METHANOL INDUSTRY INFORMATION
General
In 2010, approximately two-thirds of all methanol was used to produce formaldehyde, acetic acid and a variety of other chemicals
that form the foundation of a large number of chemical derivatives for which demand is influenced by levels of global economic
activity. These derivatives are used to manufacture a wide range of products, including plywood, particleboard, foams, resins and
plastics. The remainder of methanol demand is largely in the energy sector, principally as a feedstock in the production of direct
blending into gasoline, DME, biodiesel and MTBE.
Methanol is a commodity chemical and the methanol industry has historically been characterized by cycles of oversupply caused
by either excess supply or reduced demand, resulting in lower prices and idling of capacity, followed by periods of shortage and rising
prices as demand exceeds supply until increased prices lead to new plant investment or the restart of idled capacity.
The methanol market is global and, over the last several years, has become more complex and subject to increasingly diverse
influences due to the expanding number of uses for methanol and its derivatives around the world, combined with volatile global
energy prices and significant increases to capital costs for new methanol plants. The global economic slowdown had a significant
negative impact on demand in our industry in late 2008 and early 2009. However, in 2009 and through 2010, demand for methanol
improved significantly as global economies recovered. See Demand Factors below for more information.
Refer to the Risk Factors and Risk Management section of our 2010 MDéA for more information regarding risks related to
methanol price cyclicality and methanol demand, as well as the current uncertain economic environment and its impact on the
methanol industry and our Company.
Demand Factors
Reflecting the diversity of its uses, methanol demand is influenced by a wide range of economic, industrial, environmental, legal,
regulatory and other factors and risks. More recently, demand has also been influenced by energy prices due to the growing use of
methanol in energy applications.
We estimate that global demand for methanol in 2010 increased by approximately 13% to approximately 45 million tonnes. This
increase was driven primarily by China, both in traditional chemical derivatives as well as energy applications. More recently, we
have seen increases in traditional derivative demand in other regions, including Europe and North America.
Overall, traditional chemical derivatives accounted for 60% of the annual 2010 growth and grew by 12% year-over-year, while
energy demand accounted for 40% of the annual 2010 growth and grew by 16% year-over-year.
Chemical Derivative Demand
Historically, demand growth for methanol in chemical derivatives has been closely correlated to levels of industrial production.
The use of methanol derivatives such as formaldehyde and acetic acid in the building industry means that building and construction
cycles and the level of wood production, housing starts, refurbishments and consumer spending are important factors in determining
demand for such derivatives. Demand is also affected by automobile production, durable goods production, industrial investment and
environmental and health trends, as well as new product development. Historically, chemical derivative demand for methanol has been
relatively insensitive to changes in methanol prices. We believe this demand inelasticity is due to the fact that there are few
cost-effective substitutes for methanol-based chemical derivative products and because methanol costs in most cases account for only
a small portion of the value of many of the end products. In 2010, chemical derivative demand represented approximately two-thirds
of total global demand.
Formaldehyde Demand
In 2010, methanol demand for the production of formaldehyde represented approximately 34% of global demand. The largest use
for formaldehyde is as a component of urea-formaldehyde and phenol-formaldehyde resins, which are used as wood adhesives for
plywood, particleboard, oriented strand board, medium-density fibreboard and other reconstituted or engineered wood products. There
is also demand for formaldehyde as a raw material for engineering plastics and in the manufacture of a variety of other products,
including elastomers, paints, building products, foams, polyurethane and automotive products.
Acetic Acid Demand
In 2010, methanol used to produce acetic acid was approximately 11% of global methanol demand. Acetic acid is a chemical
intermediate used principally in the production of vinyl acetate monomer, acetic anhydride, purified terephthalic acid and acetate
solvents, which are used in a wide variety of products, including adhesives, paper, paints, plastics, resins, solvents, pharmaceuticals
and textiles.
Other Chemical Derivative Demand
The remaining chemical derivative demand for methanol is in the manufacture of methylamines, methyl methacrylate and a
diverse range of other chemical products that in turn are ultimately used to make products such as adhesives, coatings, plastics, film,
textiles, paints, solvents, paint removers, polyester resins and fibres, explosives, herbicides, pesticides and poultry feed additives.
Other end uses include silicone products, aerosol products, deicing fluid, windshield washer fluid for automobiles and antifreeze for
pipeline dehydration.
Energy and Other Chemical Demand
There are several energy-related uses for methanol that have developed more recently and many of these have experienced
substantial growth. We believe that these energy-related uses have the potential to grow further, particularly in an environment of
higher energy prices. These include direct blending of methanol into gasoline and diesel fuel (primarily in China), DME and biodiesel.
Methanol has also been used to make MTBE, a gasoline additive, for many years.
In 2010, methanol demand for energy-related uses continued to grow in the high energy demand environment and represented
approximately 33% of total global demand. This 33% was comprised of methanol for the production of MTBE, which represented
about 13% of 2010 demand, while other energy applications, including direct blending of methanol into gasoline, DME and biodiesel,
accounted for approximately 20% of 2010 demand (compared to 19% in 2009). DME and fuel blending were the fastest-growing
end-use segments for methanol in 2010, with methanol DME demand growing at approximately 32% and methanol into fuel blending
growing at 16%.
10
Methanol Demand for Fuel
Methanol may be blended into gasoline for use as a transportation fuel to reduce reliance on imported oil products and because of
its clean air benefits and competitive pricing relative to gasoline. Methanol-gasoline blending in China has grown rapidly and
significantly over the last several years. In addition, smaller quantities of methanol are also used directly as a cooking fuel. In 2010,
we estimate that methanol demand for fuel applications in China – blending into gasoline for use as a transportation fuel as well as
methanol used directly as a cooking fuel – was approximately 4.5 million tonnes (compared to approximately 3.9 million tonnes in
2009). Chinese demand for methanol blending into gasoline has remained strong due to the favourable economics of methanol
compared to other gasoline components as well as China”s continued economic growth in 2010, which has boosted automobile sales
and thus gasoline demand. Chinese gasoline prices have remained high in relation to methanol prices, and profits for fuel blenders in
China have continued to be healthy through 2010. The Chinese government also continues to introduce industry standards that support
the use of methanol as a fuel. National standards for M-100 and M-85 methanol gasoline (100% methanol and 85% methanol blends)
took effect at the end of 2009. We expect the Government of China to introduce the M-15 (15% methanol blend) national standard in
2011 and provincial M-15 standards are already in place in six provinces (Shanxi, Shaanxi, Zhejiang, Heilongjiang, Liaoning and
Guizhou). In addition, provincial standards are also in place for other methanol blends (M-10, M-25, M-30, M-45 and M-50). We
believe that these standards will provide a further catalyst to grow methanol fuel blending in China. We also understand that certain
Chinese provincial and national government organizations are conducting further research and trials using methano!l as a transportation
fuel.
No countries outside China are actively blending methanol into gasoline on the scale seen in China. However, a number of other
countries have been exploring fuel-blending programs. In addition, some major auto companies in Europe and Asia and some
government bodies are conducting research and trials related to the use of methanol as a transportation fuel.
DME Demand
DME is a clean-burning fuel that can be stored and transported like LPG. DME, which is typically produced from methanol, can
be blended up to approximately 20% with LPG and used for household cooking and heating. DME has experienced rapid growth for
blending into LPG and we believe it will continue to show strong growth in coming years, particularly in China and in an environment
of higher energy prices. DME can also be used as a clean-burning substitute for diesel fuel in transportation. However, while the
technology for using DME as a diesel fuel substitute is well advanced, it has not yet entered widespread commercialization. In 2010, a
new “DME as city gas” national standard was published in China and we expect it to be implemented in 2011. In 2010, global
methanol demand for use in DME was estimated at approximately 3.1 million tonnes (compared to 2.3 million tonnes in 2009). DME
projects are also planned or under construction in regions outside of China, including Egypt and a number of other countries.
Biodiesel Demand
Biodiesel is a renewable fuel made from plant oils or animal fats that requires an alcohol, such as methanol, as part of the
production process. As well, a significant quantity of methanol is consumed to manufacture the catalyst used to produce biodiesel. In
2010, global demand for methanol use in biodiesel was estimated at 1.5 million tonnes (compared to 1.4 million tonnes in 2009). We
expect future growth in biodiesel will be driven primarily by higher energy prices and government programs to promote a renewable
alternative to petroleum fuels, such as the Renewable Fuel Standard (RFS-2) legislation passed by the US Senate in December 2010,
which we anticipate to have a positive impact on US biodiesel demand growth in 2011 and beyond.
MTBE Demand
MTBE is used primarily as a source of octane and as an oxygenate for gasoline to reduce the amount of harmful exhaust
emissions from motor vehicles.
Environmental concerns and legislative action in the United States related to gasoline leaking into water supplies from
underground gasoline storage tanks led to the phase-out of MTBE as a gasoline additive in the United States in 2006. In addition,
governmental efforts in recent years in some other jurisdictions, primarily in the European Union, Japan and Latin America, to
promote biofuels and alternative fuels through legislation are putting competitive pressures on the use of MTBE in gasoline in these
countries. This has resulted in some MTBE producers switching production to ethyl tert-butyl ether (“ETBE”) to access biofuels
incentives. However, MTBE remains a competitive and efficient oxygenate providing clean air benefits. Countries facing significant
gasoline demand growth, as well as environmental concerns – such as China – are generating an increasingly strong MTBE demand.
As a result, some oxygenate producers in 2009/2010 have converted back to MTBE and new MTBE capacity has been added in China
to satisfy this growing demand. We believe that global demand for MTBE in 2011 should remain relatively stable, despite somewhat
lower demand in the Western world. This is due to increases in fuel demand in emerging regions like China, the Middle East and Latin
America.
11
Methanol-to-Olefins
Light olefins (ethylene and propylene) are the basic building blocks to make plastics. Olefins can be produced from various
feedstocks, including naphtha, LPG, natural gas and methanol. Ethylene and propylene are further processed to produce polyethylene
and polypropylene, both of which have wide application in packaging, textiles, plastic parts and containers and automotive
components. Polypropylene in particular, is experiencing fast-growing global demand growth. In China, olefins have historically been
produced in naphtha-based steam cracker complexes, but increasingly the feedstock considered for new olefins plants is methanol via
coal. Methanol-to-olefins (“MTO”) is emerging in China as a substitute for naphtha-based olefins. We are aware of one MTO plant
that commenced operations in 2010 and more are planned to come onstream in 2011 and beyond. These projects consume a
substantial amount of methanol and there are a number of projects under development in several countries. MTO is currently more
competitive than naphtha-based olefins, and if the growing market interest in merchant MTO plants is realized, we believe this could
have a significant positive impact on demand for methanol in the future.
Regulatory Developments Affecting Demand
There are various studies and legislative proposals currently under way in a number of countries with respect to the
carcinogenicity classification of, and the reduction of permitted exposure levels for, methanol, formaldehyde and MTBE. Such studies
and proposals could lead to regulatory or other actions that could materially reduce demand for methanol. Refer to the Risk Factors
and Risk Management section of our 2010 MDézA for more information regarding risks to methanol demand related to regulatory
developments.
Supply Factors
While a significant amount of new methanol capacity has come on stream over the past several years, a large number of methanol
producers with higher cost structures have shut down plants. Methanol is predominantly produced from natural gas and is also
produced from coal, particularly in China. In addition, the industry has historically operated significantly below stated capacity on a
consistent basis, even in periods of high methanol prices, due primarily to shutdowns for planned and unplanned repairs and
maintenance as well as shortages of feedstock and other production inputs.
Newer world-scale methanol plants are generally constructed in remote coastal locations with access to lower cost feedstock,
although this advantage is sometimes offset by higher distribution costs due to their distance to major markets. There is typically a
span of four to six years to plan and construct a new world-scale methanol plant. As well, additional methanol supply can potentially
become available by restarting methanol plants whose production has been idled, relocating methanol plants to lower production cost
locations, carrying out major expansions of existing plants and de-bottlenecking existing plants to increase their production capacity.
Typical of most commodity chemicals, periods of high methanol prices encourage high cost producers to operate at maximum
rates and also encourage the construction of new plants and expansion projects, leading to the possibility of oversupply in the market.
However, historically, many of the announced capacity additions have not been constructed for a variety of reasons. There are
significant barriers to entry in this industry. The construction of world-scale methano! facilities requires significant capital over a long
lead time, a location with access to significant natural gas or coal feedstock with appropriate pricing, and an ability to cost-effectively
and reliably deliver methanol to customers.
During 2010, there were three significant methanol production capacity additions outside of China that totaled approximately 2.8
million tonnes. These included a 0.9 million tonne per year facility in Brunei and a 1.0 million tonne per year facility in Oman, which
both started up in the first half of 2010, and a 0.9 million tonne per year facility that was added in Venezuela during the latter half of
2010. Over the next two-year period to the end of 2012, it is projected that new methanol capacity, restarts, and expansions outside of
China will add approximately 3.3 million tonnes of capacity to the global industry, which includes our own 1.26 million tonne Egypt
plant and 0.47 million tonne Medicine Hat plant. We believe that this increase in capacity will be offset by global demand growth
outside of China, import growth into China and further closures of high cost capacity in the industry.
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With respect to China, we estimate that approximately 7.0 million tonnes of new capacity was added in 2010. However, we
believe that this was offset by the closure of several smaller, older high cost coal-based plants, resulting in a net addition of
approximately 3.0 million tonnes for 2010. Over the next two-year period to the end of 2012, we anticipate that approximately 9.0
million tonnes of new capacity will be added, but further shut-ins are likely to lead to a net addition of only approximately 3.5 million
tonnes. The Chinese methanol industry has historically operated at low rates due to various constraints related to feedstock availability,
weather restrictions (typically during winter) and technical/operational issues. There has also been increasing pressure on the Chinese
methanol industry”s cost structure as a result of escalating feedstock costs for both coal and natural gas-based producers. In addition,
the majority of the methanol produced in China is made from coal and is typically lower quality and not suitable for all customers.
During the latter half of 2010 we also witnessed the temporary shut-in of some coal-based capacity due to plant emission controls
imposed by the Chinese government. We believe that in a high global energy price environment, methanol demand in China should
continue to grow at high rates. This will more than offset increases of domestic production in China and we anticipate that imports of
methanol into China will remain high over the coming period.
Methanol Prices
Methanol is an internationally traded commodity. Methanol prices have historically been cyclical and sensitive to overall
production capacity relative to demand, the price of feedstock (primarily natural gas or coal), energy prices and general economic
conditions. The following chart shows published methanol contract prices (in United States dollars per tonne) in the United States
Gulf, Western Europe and Asia:
CMAI US GULF AND WESTERN EUROPE METHANOL CONTRACT PRICES JANUARY 2000 to JANUARY 2011
AND METHANEX ASIAN POSTED CONTRACT PRICE (APCP) SEPTEMBER 2002 to JANUARY 2011
900
800
700
600
300
200 po
100
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Year
[US Gulf Contract SIMT W. Europe Contract S/MT MethanexAsian Posted Contract Price (APCP) $/MT |
* We began publishing our Methanex Asian Posted Contract Price in September 2002
Methanol prices in the United States, Europe and Asia Pacific have largely tracked each other. The majority of methanol sold
globally is priced with reference to various published regional contract prices to which discounts may be applied. While there is a
significant spot market in Asia, the spot market in Europe, North America and Latin America is relatively small in relation to the total
volume of methanol traded.
Currently, the majority of our sales are covered by long-term or rolling shorter-term sales contracts. We publish a regional
non-discounted price for each major methanol market and these posted prices are reviewed and revised monthly or quarterly based on
industry fundamentals and market conditions. Most of our customer contracts now use published Methanex reference prices as a basis
for pricing, and customer discounts to these prices may apply based on various factors. In addition, we have entered into long-term
contracts for a portion of our production volume with certain global customers where prices are either fixed or linked to our costs plus
a margin. As a result of these contracts, the difference between our non-discounted published reference prices and our realized prices
is expected to narrow during periods of lower pricing. In 2010, sales under these contracts represented approximately 8% of our total
sales volumes (compared to approximately 19% of our total sales volumes in 2009).
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Our average realized methanol price in 2010 was $306 per tonne, compared to $225 per tonne in 2009. While there were some
fluctuations in price over the course of the year due to the start-up of new capacity and other supply factors, the generally high energy
price environment and growing demand for methanol supported strong pricing through 2010. In addition, the industry faced supply
challenges during the last quarter of the year that resulted in increased global prices during that quarter. In January 2011, our average
non-discounted methanol price across all major regions was approximately $450 per tonne. Going forward, methanol prices will
continue to depend primarily on global energy prices, industry operating rates, the rate of industry re-structuring, and the strength of
global demand.
PRODUCTION
Production Process
The methanol manufacturing process used in our facilities typically involves heating natural gas, mixing it with steam and passing
it over a nickel catalyst where the mixture is converted into carbon monoxide, carbon dioxide and hydrogen. This reformed gas (also
known as synthesis gas or syngas) is then cooled, compressed and passed over a copper-zinc catalyst to produce crude methanol.
Crude methanol consists of approximately 80% methanol and 20% water by weight. To produce chemical-grade methanol, crude
methano!l is distilled to remove water, higher alcohols and other impurities.
Operating Data and Other Information
We endeavour to operate our production facilities around the world in an optimal manner to lower our overall delivered cost of
methanol. Scheduled shutdowns of plants typically occur every three or more years and are necessary to change catalysts or perform
maintenance activities that cannot otherwise be completed with the plant operating (a process commonly known as a turnaround), and
these shutdowns typically take between three and four weeks. Catalysts generally need to be changed every six years, although there is
flexibility to extend catalyst life if conditions warrant. Careful planning and scheduling is required to ensure that maintenance and
repairs can be carried out during turnarounds. In addition, both scheduled and unscheduled shutdowns may also occur between
turnarounds. We prepare a comprehensive eight-year turnaround plan that is updated annually for all of our production facilities.
The following table sets forth the annual production capacity and actual production for our facilities that operated for the last two
years (in the case of Atlas and Egypt, both of which are joint ventures, the table reflects our proportionate share in each):
Annual
Production 2010 2009
Year Built Capacity” Production Production
(000 tonnes/year) (000 tonnes) (000 tonnes)
1988 882 – –
1996 990 159 275
1999 1,088 776 667
2005 840 = =
Trinidad
Titan 2000 900 891 764
Atlas? 2004 1,150 884 1,015
New Zealand
Motunui 1985 850 – –
Motunui 2.. 1985 850 830 822
Waitara Valley. . 1983 530 – =
Egyptó 2011 760 – –
Medicine Hat” 1981 470 – –
Total o.cococconanacnnonoonennonsnncnnonocncnncnoonooncnconconcrnorocnsarorsoninos 9,310 3,540 3,543
(1) The stated production capacity for our facilities may be higher than original nameplate capacity as, over time, these figures have been adjusted to reflect ongoing
operating efficiencies at these facilities.
(Q) The production capacity represents our 63.1% interest in the Atlas methanol facility; our partner, BP, owns 36.9%.
(3) The production capacity represents our 60% interest in the Egypt methanol facility, which is in the commissioning phase and produced first methanol in January
2011.
(4) The Medicine Hat methanol facility is scheduled to restart in the second quarter of 2011.
Refer to the Production Summary section of our 2010 MDáA for more information.
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MARKETING
We sell methanol on a worldwide basis to every major market through an extensive marketing and distribution system with
marketing offices in North America (Vancouver and Dallas), Europe (Brussels and Billingham, England), Asia Pacific (Hong Kong,
Shanghai, Tokyo, Beijing and Seoul), Latin America (Santiago, Chile), and the Middle East (Dubai, UAE). Most of our customers are
large global or regional petrochemical manufacturers or distributors. Refer to the Risk Factors and Risk Management section of our
2010 MDáA for more information regarding customer credit risk.
We believe our ability to sell methanol from a number of geographically dispersed production sites enhances our ability to secure
major chemical and petrochemical producers as customers for whom reliability of supply and quality of service are important. Our
global network of marketing offices, together with storage and terminal facilities and worldwide shipping operations, also allow us to
provide larger customers with multinational sourcing of product and other customized arrangements.
In addition to selling methanol that we produce at our own facilities, we also sell methanol that we purchase from other suppliers
through methanol purchase agreements and on the spot market. We do this to meet customer needs, support our marketing efforts and
build our sales base prior to bringing on our own new capacity.
DISTRIBUTION AND LOGISTICS
The majority of our methanol production facilities around the world are located adjacent to deepwater ports. Methanol is pumped
from our coastal plants by pipeline to these ports for shipping. We currently own or manage a fleet of 19 ocean-going vessels to ship
this methanol. We also lease or own in-region storage and terminal facilities in the United States, Canada, Europe, Latin America and
Asia. In North America and Europe we use barge, rail and, to a lesser extent, truck transport in our delivery system.
To retain optimal flexibility in managing our shipping fleet, we have entered into short-term and long-term time charter
agreements covering vessels with a range of capacities. We also ship methanol under contracts of affreightment and through spot
arrangements. We use larger vessels as key elements in our supply chain to move product from our production facilities to storage
facilities located in major ports and for direct delivery to some customers. We also use smaller vessels capable of entering into
restricted ports to deliver directly to other customers.
The cost to distribute methanol to customers represents a significant component of our operating costs. These include costs for
ocean shipping, storage and distribution. We are focused on identifying initiatives to reduce these costs and we seek to maximize the
use of our shipping fleet to reduce costs. We take advantage of prevailing conditions in the shipping market by varying the type and
length of term of ocean vessel charter contracts. We are continuously investigating opportunities to further improve the efficiency and
cost-effectiveness of distributing methanol from our production facilities to customers. We also look for opportunities to leverage our
global asset position by entering into product exchanges with other methanol producers to reduce distribution costs.
Our Atlas and Titan plants in Trinidad are ideally located to supply customers in the United States and Europe. Our plant in
New Zealand supplies customers in the Asia Pacific region. Our production site in Chile can supply all global regions due to its
geographic location. Our Egypt plant which is in the commissioning phase is well situated to service European markets and can also
serve Asian markets. Our Medicine Hat facility, scheduled to restart in the second quarter of 2011, is well situated to supply our
customer base in North America.
Due to the natural gas curtailments at our Chilean facilities that have caused the loss of a significant amount of our Chilean
production since 2007, we have had excess shipping capacity that is subject to fixed time charter costs. We have been mitigating some
of these costs by entering into sub-charters and third-party backhaul arrangements. However, we cannot provide assurance that we will
continue to be able to mitigate these costs in the future.
NATURAL GAS SUPPLY
General
Natural gas is the principal feedstock for methanol at our production facilities and accounts for a significant portion of our total
production costs. Accordingly, our profitability depends in large part on both the security of supply and the price of natural gas. An
important part of our strategy is to ensure long-term security of supply of natural gas feedstock. If, for any reason, we are unable to
obtain sufficient natural gas for any of our plants on commercially acceptable terms or there are interruptions in the supply of
contracted natural gas to our facilities, we could be forced to curtail production or close such plants. Refer to the Risk Factors and
Risk Management – Security of Natural Gas Supply and Price section of our 2010 MDéA.
15
Most of the natural gas supply contracts for our production facilities are “take-or-pay” contracts denominated in United States
dollars that include base and variable price components to reduce our commodity price risk exposure. “Take-or-pay” means that we
are obliged to pay for the gas supply regardless of whether or not we take delivery. Such commitments are typical in the methanol
industry. These contracts generally provide a quantity that is subject to take-or-pay terms that is lower than the maximum quantity that
we are entitled to purchase. The variable price component of each gas contract is adjusted by a formula related to methanol prices
above a certain level. We believe this pricing relationship enables these facilities to be competitive throughout the methanol price
cycle and provides gas suppliers with attractive returns.
Chile
Since 2007, we have operated our methanol facilities in Chile significantly below site capacity primarily due to curtailments of
natural gas supply from Argentina. In June 2007, our natural gas suppliers from Argentina curtailed all gas supply to our plants in
Chile in response to various actions by the Argentinean government, including imposing a large increase to the duty on natural gas
exports. Under the existing circumstances, we do not expect to receive any further natural gas supply from Argentina. As a result of
the Argentinean natural gas supply issues, all of the methanol production at our Chile facilities since June 2007 has been produced
with natural gas from Chile.
We have a number of existing long-term supply agreements in place with the state-owned energy company Empresa Nacional del
Petroleo (“ENAP”) that have expiration dates that range from 2017 to 2025 and represent 20% of the contracted natural gas supply for
our Chilean facilities when operated at capacity. Under these contracts, we have the right to receive quantities of “make-up gas” if
ENAP fails to deliver quantities of gas that it is obligated to deliver to us. Over the last few years, ENAP has delivered less than the
full amount of natural gas that it was obligated to deliver under these contracts.
Our goal is to progressively increase production at our Chile site with natural gas from suppliers in Chile. We are pursuing
investment opportunities with ENAP, GeoPark Chile Limited (“GeoPark””) and others to help accelerate natural gas exploration and
development in southern Chile. We are working with ENAP to develop natural gas in the Dorado Riquelme block in southern Chile.
Under the arrangement, we fund a 50% participation in the block; at the end of 2010, we had contributed approximately $86 million.
Over the past few years, we have also provided $57 million in financing to GeoPark (of which approximately $32 million had been
repaid at the end of 2010) to support and accelerate GeoPark”s natural gas exploration and development activities in southern Chile.
GeoPark has agreed to supply us with all natural gas sourced from the Fell block in southern Chile under a ten-year exclusive supply
arrangement that commenced in 2008. Approximately 60% of total production at our Chilean facilities is currently being produced
with natural gas supplied from the Fell and Dorado Riquelme blocks.
Other investment activities are also supporting the acceleration of natural gas exploration and development in areas of southern
Chile. In late 2007, the government of Chile completed an international bidding round to assign oil and natural gas exploration areas
that lie close to our production facilities and announced the participation of several international oil and gas companies. The terms of
the agreements from the bidding round require minimum investment commitments. To date, two companies that participated in the
bidding round have advised of gas discoveries and we expect first deliveries of gas from these new finds in 2011. We are participating
in a consortium for two exploration blocks under this bidding round – the Tranquilo and Otway blocks. The consortium includes
Wintershall, GeoPark and Pluspetrol, each having 25% participation, and International Finance Corporation (a member of the World
Bank Group) and Methanex each having 12.5% participation. GeoPark is the operator of both blocks.
Our methanol facilities in Chile produced 0.94 million tonnes of methanol in both 2010 and 2009. During 2010, natural gas
deliveries from ENAP were lower than 2009 primarily as a result of declines in deliverability from existing wells, offset by increased
natural gas deliveries from the Dorado Riquelme block in 2010 compared with 2009. As we entered 2011, we were operating one
plant at approximately 65% capacity at our Chile site and the short-term outlook for gas supply in Chile continues to be challenging.
While significant investments have been made in the last few years for natural gas exploration and development in southern Chile, the
timelines for a significant increase in gas deliveries to our plants are much longer than we originally anticipated. As a result, we expect
there to be short-term pressure on gas supply in southern Chile that could impact the operating rate of our Chile site, particularly in the
southern hemisphere winter months when residential energy demand is at its peak.
Refer to the Risk Factors and Risk Management – Chile section of our 2010 MDáA for more information.
Trinidad
Our equity interest in two methanol facilities in Trinidad (Atlas and Titan) represents approximately 2.05 million tonnes of annual
capacity. Natural gas for these facilities is sourced from gas fields that are located off the coast of Trinidad. These fields are operated
by major international oil and gas companies. The National Gas Company of Trinidad and Tobago Limited (“NGC”) transports the
gas by pipeline to a processing facility located near our facilities and from there it is distributed and sold under individual contracts to
industrial consumers.
16
Natural gas is supplied to our facilities under contracts with NGC, which purchases the gas from gas producers under
back-to-back purchase arrangements. Titan”s take-or-pay gas supply contract with NGC expires in 2014, with an option to renew for a
further five years subject to availability of gas and agreement on price. The price paid for gas by the Titan plant is based on a fixed
escalation of a minimum US dollar base price plus a variable price component that is determined with reference to average published
industry methanol prices each quarter. Under the contract, NGC is obligated to supply, and we are obligated to take-or-pay for, a
specified annual quantity of natural gas. Gas paid for, but not taken, by the Titan plant in any year may be received in subsequent
years subject to some limitations. The Atlas plant”s gas contract with NGC expires in 2024 and the price formula and take-or-pay
obligations are similar to those found in Titan”s gas contract.
New Zealand
We have three plants in New Zealand with a total production capacity of up to 2.2 million tonnes. Two 850,000 tonne per year
plants are located at Motunui and the remaining 530,000 tonne per year plant is located nearby, at Waitara Valley. In 2004 we idled
our two Motunui plants but continued to operate the Waitara Valley plant until October 2008 to match natural gas supply availability.
In October 2008, we restarted one plant in Motunui and idled the Waitara Valley plant, and we have been operating the single
Motunui plant since that time. We have natural gas contracts with a number of gas suppliers that will allow us to continue to operate
the Motunui plant through to the end of 2012. The Motunui plant produced 830,000 tonnes of methanol during 2010. Our idled
Motunui plant and Waitara Valley plant provide the potential to increase production in New Zealand, depending on methanol supply
and demand and the availability of natural gas on commercially acceptable terms.
We believe there has been continued improvement in the natural gas supply outlook in New Zealand and we continue to pursue
opportunities to obtain economically priced natural gas with suppliers in New Zealand to underpin a restart of a second plant. We are
also pursuing opportunities to accelerate the exploration and development of natural gas in the area close to our plants. During 2010,
we entered into an agreement to help accelerate natural gas exploration with Kea Exploration (“Kea”), an oil and gas exploration and
development company with licences and permits to explore areas of the Taranaki basin in New Zealand close to our plants. Under the
agreement, funding will be shared 50% by both parties, and we will be entitled to all natural gas deliveries from our participation at a
price that is competitive to our other locations in Trinidad, Chile and Egypt. During 2010, we spent approximately $10 million on
exploration activities with Kea. Under the agreement, there are no minimum investment commitments and future contributions will be
agreed by the parties on an ongoing basis.
Egypt
We have a 25 year, take-or-pay natural gas supply agreement for a 1.26 million tonne per year methanol plant that we have
constructed in Egypt. The plant is in the commissioning phase and produced first methanol in January 2011. In March 2011, EGAS
(the gas supplier to EMethanex) requested us to enter into discussions concerning the gas supply agreement based on a 2008
government declaration concerning natural gas pricing. The Company met with EGAS concerning this issue and based on these
discussions, we do not believe that this issue will result in a material adverse impact on the anticipated results of operations from the
Egypt plant or on our financial condition. Any ultimate outcome of this issue would be subject to ratification by various parties.
Canada
We have a 470,000 tonne per year plant in Medicine Hat, Alberta that was idled in 2001 due to high natural gas feedstock prices
in North America. During the past few years there have been improvements in natural gas supply in North America that have provided
the opportunity to secure sufficient natural gas on commercially acceptable terms to enable a restart of this facility.
In 2010, we secured 80% of the natural gas requirements for this plant at market-based prices for a period of 19 months beginning
on April 1, 2011. This gas will be utilized in the plant or resold into the market during plant outages. The remaining 20% of the natural
gas requirements are being purchased on an opportunistic basis.
FOREIGN OPERATIONS AND GOVERNMENT REGULATION
General
We have substantial operations and investments outside of North America, and as such we are affected by foreign political
developments and federal, provincial, state and other local laws and regulations. To date, we believe we have complied in all material
respects with governmental requirements. We are subject to risks inherent in foreign operations, including loss of revenue, property
and equipment as a result of expropriation, import or export restrictions, nationalization, war, civil unrest, insurrection, acts of
terrorism and other political risks; increases in duties, taxes and governmental royalties; renegotiation of contracts with governmental
entities; as well as changes in laws or policies or other actions by governments that may adversely affect our operations.
17
We derive the majority of our revenue from production and sales by subsidiaries outside of Canada, and the payment of dividends
or the making of other cash payments or advances by these subsidiaries to us may be subject to restrictions or exchange controls on
the transfer of funds in or out of the respective countries or result in the imposition of taxes on such payments or advances. We have
organized our foreign operations in part based on certain assumptions about various tax laws (including capital gains and withholding
taxes), foreign currency exchange and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. While we
believe that such assumptions are reasonable, we cannot provide assurance that foreign taxation or other authorities will reach the
same conclusion. Further, if such foreign jurisdictions were to change or modify such laws, we could suffer adverse tax and financial
consequences.
The dominant currency in which we conduct business is the United States dollar, which is also our reporting currency. The most
significant components of our costs are natural gas feedstock and ocean-shipping costs, substantially all of which are incurred in
United States dollars. Some of our underlying operating costs and capital expenditures, however, are incurred in currencies other than
the United States dollar, principally the Canadian dollar, the Chilean peso, the Trinidad and Tobago dollar, the New Zealand dollar,
the euro and the Egyptian pound. We are exposed to increases in the value of these currencies that could have the effect of increasing
the United States dollar equivalent of cost of sales and operating expenses and capital expenditures. A portion of our revenue is earned
in Euros and British pounds. We are exposed to declines in the value of these currencies compared to the United States dollar, which
could have the effect of decreasing the United States dollar equivalent of our revenue.
Trade in methanol is subject to duty in a number of jurisdictions. Methanol sold in China from any of our producing regions is
currently subject to duties ranging from 2.2% to 5.5%. In 2010, the Chinese Ministry of Commerce investigated allegations made by
domestic Chinese producers related to dumping into China of imported methanol. In December 2010, the Ministry recommended
duties of approximately 9% be imposed on methanol imports from New Zealand, Malaysia and Indonesia. However, citing special
circumstances, the Customs Tariff Commission of the State Council, which is Chinas chief administrative authority, suspended
enforcement of the recommended dumping duties with the effect that methanol will continue to be allowed to be imported from these
three countries without the imposition of additional duties. If the suspension is lifted, we do not expect there to be a significant impact
on industry supply/demand fundamentals and we would realign our supply chain.
Methanol from Chile that is sold in Japan, one of the other major methanol markets in Asia, is not subject to duties. Free trade
agreements allow methanol from Chile to be sold duty-free into North America and the European Union. Methanol from Trinidad may
also be sold duty-free into Korea, North America and the European Union. Currently, the costs we incur in respect of duties are not
significant. However, there can be no assurance that the duties that we are currently subject to will not increase, that the suspension of
Chinese dumping duties would not be lifted, that duties will not be levied in other jurisdictions in the future or that we will be able to
mitigate the impact of future duties, if levied.
Chile
Our wholly owned subsidiary, Methanex Chile S.A. (“Methanex Chile”), owns the four methanol plants on our Chilean
production site. Chilean foreign investment regulations provide certain benefits and guarantees to companies that enter into a foreign
investment contract (“DL 600 Contract”) with Chile. Methanex Chile has entered into four DL 600 Contracts, substantially identical in
all matters material for Methanex Chile, one for each of the plants. Under the DL 600 Contracts, Methanex Chile is authorized to
remit from Chile, in US dollars or any other freely convertible currency, all or part of its profits and, after one year, its equity. As well,
under the DL 600 Contracts, Methanex Chile has elected to pay income tax at the general applicable rate, currently 35%. The DL 600
Contracts provide that they cannot be amended or terminated except by written agreement.
Please also refer to the Natural Gas Supply – Chile section starting on page 16 for a discussion of the imposition of a significant
increase to the duty on exports of natural gas from Argentina to Chile.
Trinidad
Our Atlas plant was declared an approved enterprise under the Fiscal Incentives Act of Trinidad and was granted, for a ten-year
period beginning in 2004, total relief from corporate income tax for the first two years of operation, a rate of 15% for the following
five years and a rate of 20% for the following three years. Atlas also has total relief from income tax on dividends or other
distributions out of profits or gains derived from the manufacture of methanol (other than interest) and has been granted import duty
concessions on building materials and machinery and equipment imported into Trinidad and used in connection with the facility. The
applicable corporate income tax rate without tax relief is currently 35%.
18
New Zealand
New Zealand has enacted legislation to safeguard claims by Maori tribes (the indigenous people of New Zealand) against lands
previously owned by state-owned enterprises and subsequently privatized. The land on which certain parts of the infrastructure for the
Waitara Valley and Motunui plants are located (for example, a tank farm and various pipelines and pipeline valve and mixing stations)
is subject to this legislation. There is a possibility that the tribunal that deals with Maori land claims could recommend the return of
such land to Maori ownership. The New Zealand government would be required to comply with such a recommendation, subject to
payment of compensation to the affected owner. We believe that, subject to receiving adequate compensation, such a forced
divestment would not likely have a material adverse effect on our operations or financial condition. The land upon which the Waitara
Valley and Motunui plants are located and the surrounding buffer zones of farmland owned by us are not subject to such forced
divestment procedures.
Egypt
Our Egypt plant was constructed pursuant to Egypt’s Law No. 8 of 1997 on Investment Guarantees and Incentives. The Egypt
plant is subject to domestic Egyptian tax laws, including a tax on earnings that is currently at a rate of 20%.
The start-up of our Egypt plant in early 2011 coincided with widespread anti-government protests and civil unrest in Egypt. For
the safety and security of our employees, we took the decision to temporarily close our Cairo office and curtail the commissioning
activities at the plant in Damietta, Egypt. As conditions stabilized, we reopened our Cairo office and our plant in Damietta resumed
operations to continue the start-up and commissioning process. (Refer to the Risk Factors and Risk Management section of our 2010
MDA4A for more information.)
RESPONSIBLE CARE
As a member of the Chemistry Industry Association of Canada (“CIAC”), the American Chemistry Council, Asociacion Gremial
de Industriales Quimicos de Chile, Responsible Care New Zealand and as a signatory to the Association of International Chemical
Manufacturers Responsible Care Manifesto (China), we are committed to the ethics and principles of Responsible Care.
Responsible Care is the umbrella under which we manage issues related to health, safety, the environment, community
involvement, social responsibility, security and emergency preparedness at each of our facilities and locations.
Accordingly, we have established policies, systems and procedures to promote and encourage the responsible development,
introduction, manufacture, transportation, storage, handling, distribution, use and ultimate disposal of chemicals and chemical
products so as to do no harm to human health and well-being, the environment and the communities in which we operate while
striving to improve the environment and people”s lives.
Methanex”s Responsible Care/Social Responsibility (“RC/SR”) policies and programs are based on CIAC”s RC Ethic and
Principles for Sustainability and the CIAC RC Commitments (formerly known as Codes of Practice). Some of the countries where we
operate have different standards than those applied in North America. Our policy is to adopt the more stringent of either Responsible
Care practices or local regulatory or association requirements at each of our facilities. As a signatory to the CIAC RC Ethic and
Principles for Sustainability, we subscribe to CIAC”s statement of sustainability: “We dedicate ourselves, our technology and our
business practices to sustainability – the betterment of society, the environment and the economy.”
Sound corporate governance is the foundation of our long-term success and the sustainability of our operations. Our corporate
governance policies ensure that we have strong management and clear direction for all of Methanex”s business affairs. The application
of Responsible Care begins with our Board of Directors, where we have a Responsible Care Committee, and extends throughout our
organization.
The Companys Board of Directors and senior management team establish the direction for Methanex”s RC/SR practices. The
Board’s Responsible Care Committee oversees RC program performance and issues at the policy level, while the Public Policy
Committee provides focus on the SR program. The two committees consider ethics, accountability, governance, business relationships,
products and services, community involvement and the protection of people and the environment. The Senior Vice President of
Corporate Resources has overall responsibility for Methanex”s RC/SR policies and programs, ensuring that they align with the
Board’s requirements and the Company”s business strategy. These programs are directed and managed by the Director of Responsible
Care and the Director of Government $ Public Affairs, who lead Methanex”s Global Responsible Care Team and Global Public
Policy Team, respectively.
19
Methanex evaluates the performance of its RC/SR management system through internal and third-party external audit and
assessment programs. The internal program includes ongoing in-region self-audits as well as a global audit conducted by Methanex
subject matter experts every three years. Third-party verification of the performance of Methanex”s RC/SR program occurs every
three years through the CIAC RC verification process.
We have an established Environment Policy that aligns with our goal to be a global leader in the chemical industry in
environmental performance by reducing resource and energy use and minimizing waste and emissions. The Environment Policy
requires that facilities have systems in place to: monitor and comply with all local environmental regulations as well as internal
standards; periodically audit environmental performance and compliance; measure environmental performance against key
performance indicators; report incidents with the potential to cause environmental harm; and demonstrate continual improvement. A
Greenhouse Gas (“GHG”) Management Policy was introduced in 2010 in order to identify and address the risks associated with GHG
emissions. The policy directs the Company to: consider the GHG-related risks when assessing new investments; improve reliability
and utilization performance; evaluate energy-efficiency improvement opportunities; and keep an inventory of GHG emissions. These
policies are reviewed at least biennially and are endorsed by the Board of Directors and approved by the Companys senior
management team.
We have also adopted a number of risk assessment tools that are formally applied as part of our normal business processes to
identify and mitigate current and future environmental and process safety-related risks. When incidents do occur, we have a formal
incident investigation process that ensures effective mitigation as well as application of lessons learned throughout our organization.
As a result, we have had zero environmental non-compliances over the past four years.
As a natural extension of our RC ethic, we have a Social Responsibility Policy that aligns our corporate governance, employee
engagement and development, community involvement and social investment strategies with our core values and corporate strategy.
Specifically, our RC Policy commits the Company to recognize and respond to community concerns about the manufacture, storage,
handling, transportation and disposal of our products and promptly provide information concerning any potential health or
environmental hazard to the appropriate authorities, employees and all stakeholders. Methanex”s Social Responsibility Policy further
commits the Company to have an open, honest, proactive relationship in the communities where we have a significant presence; to be
accountable and responsive to the public; to have effective processes to identify and respond to community concerns; and to inform
the community of risks associated with our operations.
We believe that Responsible Care helps us achieve safe and reliable operations, which in turn results in strong financial
performance, effective and innovative minimization of environmental impacts and improved quality of life, particularly in
communities where our employees reside.
ENVIRONMENTAL MATTERS
The countries in which we operate all have laws and regulations to which we are subject governing the environment and the
management of natural resources, as well as the handling, storage, transportation and disposal of hazardous or waste materials. We are
also subject to laws and regulations governing emissions and the import, export, use, discharge, storage, disposal and transportation of
toxic substances. The products we use and produce are subject to regulation under various health, safety and environmental laws.
Non-compliance with these laws and regulations may give rise to work orders, fines, injunctions, civil liability and criminal sanctions.
As a result of periodic external and internal audits, we believe that we materially comply with all existing environmental, health
and safety laws and regulations to which our operations are subject. Laws and regulations protecting the environment have become
more stringent in recent years and may, in certain circumstances, impose absolute liability rendering a person liable for environmental
damage without regard to negligence or fault on the part of such person. Such laws and regulations may also expose us to liability for
the conduct of, or conditions caused by, others, or for our own acts even if we complied with applicable laws at the time such acts
were performed. To date, environmental laws and regulations have not had a significant adverse effect on our capital expenditures,
earnings or competitive position. However, operating petrochemical manufacturing plants and distributing methanol exposes us to
risks in connection with compliance with such laws and we cannot provide assurance that we will not incur significant costs or
liabilities in the future.
20
Management of Greenhouse Gas Emissions
We believe that minimizing emissions and waste from our business activities is good business practice. Carbon dioxide (“CO”) is
a significant by-product of the methanol production process. The amount of CO, generated by the methanol production process
depends on the production technology (and hence often the plant age), the feedstock and any export of by-product hydrogen. We
continually strive to increase the energy efficiency of our plants, which not only reduces the use of energy but also minimizes CO,
emissions. We have reduced CO, emission intensity in our manufacturing operations by 33% between 1994 and 2010 through asset
turnover, improved plant reliability and energy efficiency and emissions management. Plant efficiency, thus CO, emissions, is highly
dependent on the design of the methanol plant, so the CO, emission figure may vary from year to year depending on the asset mix that
is operating. We also recognize that CO, is generated from our marine operations, and in that regard we measure the consumption of
fuels by our ocean vessels based on the volume of product transported. Between 2002 and 2010, we reduced our CO, intensity (tonnes
of CO, from fuel burned per tonne of product moved) from marine operations by 17%. We also actively support global industry
efforts to voluntarily reduce both energy consumption and CO, emissions.
We manufacture methanol in Chile, Trinidad and New Zealand and we have constructed a new facility in Egypt. We are also
currently working on restarting our manufacturing facility at Medicine Hat, Canada, with production expected to commence in the
second quarter of 2011. All of these countries have signed and ratified the Kyoto Protocol. Under the Kyoto Protocol, the developing
nations of Chile, Trinidad and Egypt are not currently required to reduce GHGs, whereas New Zealand and Canada are countries that
have committed to GHG reductions during the first commitment period (2008-2012).
New Zealand passed legislation to establish an Emissions Trading Scheme (“ETS”) that came into force in 2010. The ETS
imposes a carbon price on producers of fossil fuels, including natural gas, which is passed on to Methanex, increasing the cost of gas
that Methanex purchases in New Zealand. However, as a trade-exposed company, Methanex is entitled to a free allocation of
emissions units to partially offset those increased costs, and the legislation provides further moderation of any residual cost exposure
until the end of 2012. Consequently, we do not believe that these costs will be significant to the end of 2012. However, after this date,
the moderating features are expected to be removed and our eligibility for free allocation of emissions units will be progressively
reduced. As a consequence, we will likely incur increased costs after 2012. It is impossible to accurately quantify the impact on our
business after 2012 and therefore we cannot provide assurance that the ETS will not have a significant impact on our business after
2012.
Medicine Hat is located in the Canadian province of Alberta, which has an established GHG reduction regulation that is expected
to apply to the plant in 2011. The regulation requires that established facilities reduce emissions intensities by up to 12% of their
established emissions intensity baseline. “Emissions intensity” means the quantity of specified greenhouse gases released per unit of
production. In order to meet the reduction obligation, a facility can choose to make emissions reduction improvements or it can opt to
purchase either offset credits or “technology fund” credits for CDN-$15 per tonne of CO, equivalent. Based on the expected GHG
baseline intensity, we do not believe that, when applied, the cost will be material.
As part of our commitment to the ethic of Responsible Care, we believe it is important to promote renewable energy where it
makes sense for our business. In this regard, we have constructed three wind turbines in southern Chile that were completed in late
2010 and are now supplying electricity to our nearby production facility. We have submitted an application to the United Nations for
approval of this project as a Clean Development Mechanism project for carbon credits derived from this wind facility. We cannot
provide assurance that this approval will be received. The facility has an installed generation capacity of 2.55 megawatts with an
expected generation capacity of 1.28 megawatts based on a usage factor of approximately 50%. This project contributes to the
diversification of energy resources in southern Chile.
Refer also to the Risk Factors and Risk Management section of our 2010 MDáA for more information regarding risks related to
environmental regulations.
We have accrued $16.2 million for asset retirement obligations related to environmental remediation, site demolition and
restoration for those sites where a reasonably definitive estimate of the fair value of the obligation can be made. During 2010, cash
expenditures applied against the asset retirement obligations accrual were $0.3 million.
21
INSURANCE
The majority of our revenues are derived from the sale of methanol produced at our plants. Our business is subject to the normal
hazards of methanol production operations that could result in damage to our plants. Under certain conditions, prolonged shutdowns of
plants due to unforeseen equipment breakdowns, interruptions in the supply of natural gas or oxygen, power failures, loss of port
facilities or any other event, including any event of force majeure, could adversely affect our revenues and operating income. We
maintain operational and construction insurance, including business interruption insurance and delayed start-up insurance, subject to
certain deductibles, that we consider to be adequate under the circumstances. However, there can be no assurance that we will not
incur losses beyond the limits or outside the coverage of such insurance. From time to time, various types of insurance for companies
in the chemical and petrochemical industries have not been available on commercially acceptable terms or, in some cases, have been
unavailable. There can be no assurance that in the future we will be able to maintain existing coverage, or that premiums will not
increase substantially.
COMPETITION
The methanol industry is highly competitive. Methanol is a global commodity and customers base their purchasing decisions
primarily on the delivered price of methanol and reliability of supply. The relative cost and availability of natural gas or coal feedstock
and the efficiency of production facilities and distribution systems are also important competitive factors. Some of our competitors are
not dependent on a single product for revenues and some have greater financial resources than we do. Our competitors include
state-owned enterprises. These competitors may be better able than we are to withstand price competition and volatile market
conditions. Because of our ability to service our customers globally, the reliability and cost-effectiveness of our distribution system
and the enhanced service we provide customers, we believe we are well positioned to compete in each of the major international
methanol markets.
EMPLOYEES
As of December 31, 2010, we had 1,017 employees (including our EMethanex joint venture).
RISK FACTORS
The risks relating to our business are described under the heading Risk Factors and Risk Management in our 2010 MDézA, and
are incorporated in this document by reference. Any of those risks, as well as risks and uncertainties currently not known to us, could
adversely affect our business, financial condition, results of operations or the market price of our securities.
DIVIDENDS
Dividends are payable to the holders of common shares of the Company (“Common Shares”) if, as and when declared by our
Board of Directors and in such amounts as the Board of Directors may, from time to time, determine. The Company”s current dividend
policy is designed so that the Company maintains conservative financial management appropriate to the historically cyclical nature of
the methanol industry to preserve financial flexibility and creditworthiness.
We pay a quarterly dividend on the Common Shares. The first quarterly dividend of $0.05 per share was paid on September 30,
2002 and the dividend amount has been increased every year since then with the exception of 2009 and 2010. The table below shows
the amount and percentage increases to the dividend since its inception in 2002:
Quarterly
Date Dividend Amount __% Increase
September 30, 2002 .cococicicicococonoconnonononononononnnorncnonononon ono nnonon caca on nnanarcnanrnonono $ 0.050 n/a
September 30, 2003 0.060 20%
September 30, 2004 0.080 33%
June 30, 2005 0.110 37.5%
June 30, LOG .oocococicnccninnnonononcnnonannncnnonocnnnncococonnnno ro ron ono no ron nn caar na rana ranas Ss 0.125 14%
June 30, LOMO eocooccocicananinonnnnnonnnnonannnnonononannncncocononno coro nnnn coronan nana coran na ra nararannos Ss 0.140 12%
June 30, 2008 cocooociciccconinnnnnnnoncnnonnnnonononnrnnnncncocononno ro ronnnnn nn ronnnn nana caar na nanaranannos Ss 0.155 11%
June 30, ZOO cooococociccconnnnnnnononcnnnnonnnnononononnnnococononcn ro ronnnnn no rnnnnnn nana caar na rana ranas Ss 0.155 0%
June 30, LO lO ..oooocicicicnccnnnnnononcnnnnnnnnnononnrnnnnnococononon ro ronnnnn nn ron nana caar na raa ranas Ss 0.155 0%
The following table sets out the total amount of regular dividends per share paid on the Common Shares in each of the last three
most recently completed financial years:
Regular Dividend
Financial Year Ended Paid per Share
December 31, 2008 ..ooociccicococccciconococonononannnnoncnononononnnnonononon nn anna non an oran oran narran aonancnanad $0.605
December 31,2009 ccoccicicocococnnannnnonononononannnnnncnononnnonnnnonononon nn anna nono n oran oran rranaa caca $0.620
December 31,2010…..0oooocccccnncnncnncnncnncnncnncnncnnoncnnonncnncnncnncnncnncnncnnnnns $0.620
CAPITAL STRUCTURE
We are authorized to issue an unlimited number of Common Shares without nominal or par value and 25,000,000 preferred shares
without nominal or par value.
Holders of Common Shares are entitled to receive notice of and attend all annual and special meetings and to one vote in respect
of each Common Share held; receive dividends if, as and when declared by our Board of Directors; and participate in any distribution
of the assets of the Company in the event of liquidation, dissolution or winding up.
Preferred shares may be issued in one or more series and the directors may fix the designation, rights, restrictions, conditions and
limitations attached to the shares of each such series. Currently, there are no preferred shares outstanding.
Our bylaws provide that at any meeting of our shareholders a quorum shall be two persons present in person, or represented by
proxy, holding shares representing not less than 20% of the votes entitled to be cast at the meeting. NASDAQ”s listing standards
require a quorum for shareholder meetings to be not less than 33-1/3% of a company”s outstanding voting shares. As a foreign private
issuer and because our quorum requirements are consistent with practices in Canada, our home country, under NASDAQ rules we are
not subject to NASDAQ”s quorum requirement.
RATINGS
The following information relating to the Company’s credit ratings is provided as it relates to the Company’s financing costs,
liquidity and operations. Specifically, credit ratings affect the Company’s ability to obtain short-term and long-term financing and the
cost of such financing. Additionally, the ability of the Company to engage in certain collateralized business activities on a
cost-effective basis depends on the Company’s credit ratings. A reduction in the current rating on the Company’s debt by its rating
agencies, or a negative change in the Company’s ratings outlook could adversely affect the Company’s cost of financing and its access
to sources of liquidity and capital. In addition, changes in credit ratings may affect the Company’s ability to, and the associated costs
of: (i) entering into ordinary course derivative or hedging transactions that may require the Company to post additional collateral under
certain of its contracts, and (ii) entering into and maintaining ordinary course contracts with customers and suppliers on acceptable
terms.
The following table sets forth the ratings assigned to the Companys unsecured debt by Standard £ Poor’s Financial Services
(“S8zP”) and Moody”s Investors Service, Inc. (“Moody”s”).
Security sepo Moody’s”
Unsecured Notes cooccccicccoconononncnononononocannonano roca ononanannnas BBB- Bal
(stable) (stable)
(1) SézP”s credit ratings are on a long-term debt rating scale that ranges from AAA to SD, which represents the range from highest to lowest quality of such securities
rated. A rating of BBB by S4P is the fourth highest of 13 categories. According to the SézP rating system, while an obligor rated BBB normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are more likely to weaken capacity to meet its financial commitments. The
addition of a plus (+) or minus (-) designation after a rating indicates the relative standing within a particular rating category.
(2) Moody’s credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities
rated. A rating of Ba is the fifth highest of nine categories and denotes obligations judged to have speculative elements and subject to substantial credit risk. The
addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the issue ranks in the
higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
The rating agencies regularly evaluate the Company, and their ratings of the Company’s long-term and short-term debt are
based on a number of factors, including the Company”s financial strength as well as factors not entirely within the Company”s
control, including conditions affecting the methanol industry generally and the wider state of the economy.
23
Credit ratings are intended to provide investors with an independent measure of the quality of an issue of securities. The foregoing
ratings should not be construed as a recommendation to buy, sell or hold the securities, as such ratings do not comment as to market
price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or
that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.
If any such rating is so revised or withdrawn, we are under no obligation to update this Annual Information Form.
MARKET FOR SECURITIES
Our Common Shares are listed on the Toronto Stock Exchange in Canada (trading symbol: MX), on the NASDAQ Global Market
in the United States (trading symbol: MEOH) and on the Foreign Securities Market of the Santiago Stock Exchange of Chile (trading
symbol: Methanex). The following table sets out the market price ranges and trading volumes of our Common Shares on the Toronto
Stock Exchange as well as on the NASDAQ Global Market for each month of our most recently completed financial year (January 1,
2010 through December 31, 2010).
2010 Trading Volumes
The Toronto Stock Exchange NASDAQ Global Market
Trading Symbol: MX Trading Symbol: MEOH
High Low High Low
(CDN$) | (CDNS) Volume (US$) (US$) Volume
January 27.00 20.61 14,024,242 | January 26.17 19.76 9,127,636
February 25.82 22.58 14,715,871] February 24.36 21.38 7,446,225
March 27.34 24.38 12,519,502, March 26.79 23.58 6,863,990
April 26.09 22.83 10,954,901, April 26.08 22.70 8,478,185
May 24.23 20.67 12,883,373, May 23.98 19.44 9,755,643
June 23.28 20.95 9,315,440| June 22.72 19.69 7,052,179
July 24.57 20.43 9,147,378 | July 23.82 19.23 6,667,602
August 24.17 21.00 7,768,652 | August 23.59 19.73 7,469,302
September 25.57 22.76 10,184,696 | September 24.88 21.75 5,855,070
October 29.30 25.11 11,021,140] October 28.56 24.53 8,279,666
November 30.98 27.17 6,710,635| November 30.49 27.16 6,735,688
December 31.45 29.33 7,784,767| December 31.27 29.00 5,167,416
DIRECTORS AND EXECUTIVE OFFICERS
As at December 31, 2010, the directors and executive officers of the Company owned, controlled or directed, directly or indirectly,
519,621 Common Shares representing approximately 0.56% of the outstanding Common Shares as at December 31, 2010.
The following tables set forth the names and places of residence of the current directors and executive officers of the Company,
the offices held by them in the Company, their current principal occupations, their principal occupations during the last five years and,
in the case of the directors, the month and year in which they became directors:
24
Name and
Municipality of Residence
Office
Principal Occupations and
Positions During the Last Five Years
Director Since”
AITKEN, BRUCE Director and President | President and Chief Executive Officer of the Company since May July 2004
Vancouver, British Columbia and Chief Executive 2004.
Canada Officer
BALLOCH, HOWARD IVY Director Chairman of Canaccord Genuity Asia Limited” since January 2011; December 2004
Beijing prior thereto President of The Balloch Group since July 2001.
China
CHOQUETTE, PIERREVOO) Director Corporate Director. October 1994
Vancouver, British Columbia
Canada
COOK, PHILLIPS Director Corporate Director. Senior Advisor to The Dow Chemical May 2006
Austin, Texas Company” from June 2006 to January 2007.
USA
HAMILTON, THOMAS Director and Chairman | Co-Owner of Medora Investments, LLC” since April 2003. May 2007
Houston, Texas of the Board
USA
KOSTELNIK, ROBERT IV Director President and Chief Executive Officer of Cinatra Clean September 2008
Corpus Christi, Texas Technologies, Inc. since 2008. Vice President of Refining for
USA CITGO Petroleum Corporation from 2006 until 2007.
MAHAFFY, DouGLAs OO Director Corporate Director. Chairman of McLean Budden Limited”? from May 2006
Toronto, Ontario February 2008 until March 2010; prior thereto Chairman and Chief
Canada Executive Officer of McLean Budden Limited since September
2006.
POOLE, A. TERENCE VI Director Corporate Director. Executive Vice President, Corporate Strategy September 2003, and
Calgary, Alberta and Development of NOVA Chemicals Corporation” from May from February 1994
Canada 2000 to June 2006. to June 2003
REID, JON Director Corporate Director. September 2003
Vancouver, British Columbia
Canada
RENNIE, JANICE VO Director Corporate Director. May 2006
Edmonton, Alberta
Canada
SLOAN, MONICA IO Director Corporate Director. Chief Executive Officer of Intervera Ltd. September 2003
Calgary, Alberta
Canada
from January 2004 to December 2008.
(1) Member of the Audit, Finance and Risk Committee.
(2) Member of the Corporate Governance Committee.
(3) Member of the Human Resources Committee.
(4) Member of the Public Policy Committee.
(5) Member of the Responsible Care Committee.
(6) Canaccord Genuity Asia Limited is an investment banking firm specializing in China and international firms active in the Chinese market.
(7) The Dow Chemical Company provides chemical, plastic and agricultural products and services.
(8) Medora Investments, LLC is a private investment firm.
(9) Cinatra Clean Technologies, Inc. is the exclusive provider in the United States of the patented BLABO tank-cleaning process to the refining, pipeline and terminal
sectors of the oil and gas industry.
(10) McLean Budden Limited 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.
(11) NOVA Chemicals Corporation is a commodity chemicals company.
(12) Intervera Ltd. provided data quality products and services to the energy industry.
(13) 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.
25
Name and
Municipality of Residence
Office
Principal Occupations and
Positions During the Last Five Years
CAMERON, IAN P.
“Vancouver, British Columbia
Canada
Senior Vice President,
Corporate Development and
Chief Financial Officer
Senior Vice President, Corporate Development and Chief
Financial Officer of the Company since November 2010; prior
thereto Senior Vice President, Finance and Chief Financial
Officer of the Company since January 1, 2003.
FLOREN, JOHN
Eastham, Massachusetts
USA
Senior Vice President,
Global Marketing and Logistics
Senior Vice President, Global Marketing and Logistics of the
Company since June 2005.
GORDON, JOHN K.
Vancouver, British Columbia
Canada
Senior Vice President,
Corporate Resources
Senior Vice President, Corporate Resources of the Company
since September 1999.
MACDONALD, MICHAEL G.
“Vancouver, British Columbia
Canada
Senior Vice President,
Global Operations
Senior Vice President, Global Operations of the Company since
November 2010; prior thereto Senior Vice President, Corporate
Development of the Company since January 2004.
MILNER, RANDY M.
Senior Vice President, General
Senior Vice President, General Counsel and Corporate Secretary
Vancouver, British Columbia Counsel and Corporate of the Company since October 2002.
Canada Secretary
SCHIODTZ, PAUL Senior Vice President, Senior Vice President, Latin America of the Company since
Santiago Latin America January 1, 2006.
Chile
WEAKE, HARVEY Senior Vice President, Senior Vice President, Asia Pacific of the Company since
Auckland Asia Pacific December, 2005.
New Zealand
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Since the start of our most recently completed financial year, and for the three most recently completed financial years, no
director or executive officer of the Company, and no person or company that beneficially owns, controls or directs, directly or
indirectly, more than 10% of the Company’s voting securities or any associate or affiliate of such persons, has had any material
interest in any transaction involving the Company.
EXPERTS
KPMG LLP are the auditors of the Company and have confirmed that they are independent with respect to the Company within
the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and within the
meaning of the US Securities Act of 1933, as amended, and the applicable rules and regulations thereunder.
LEGAL PROCEEDINGS
In 2009, the Board of Inland Revenue of Trinidad and Tobago issued an assessment against our wholly owned subsidiary,
Methanex Trinidad (Titan) Unlimited, in respect of the 2003 and 2004 financial years. The assessments related to the deferral of tax
depreciation deductions during a five-year tax holiday that ended in 2005. The impact of the amount in dispute as at December 31,
2010 is approximately $26 million in current taxes and $23 million in future taxes, exclusive of any interest charges. The Company
has appealed the assessment. Based on the merits of the case and legal interpretation, management believes its position should be
sustainable.
Other than the tax dispute with the Board of Inland Revenue of Trinidad and Tobago described immediately above: (i) during
2010, we were not a party to, and our property was not the subject of, any material legal proceedings, and (ii) we are not a party to,
and our property is not the subject of, any material legal proceedings that are currently in place or that we know to be contemplated.
26
AUDIT COMMITTEE INFORMATION
The Audit Committee Charter
The Audit, Finance and Risk Committee (“Committee”) is appointed by the Board to assist the Board in fulfilling its oversight
responsibility relating to: the integrity of the Company”s financial statements; the financial reporting process; the systems of internal
accounting and financial controls; the professional qualifications and independence of the external auditors; the performance of the
external auditors; risk management processes; financing plans; pension plans; and compliance by the Company with ethics policies
and legal and regulatory requirements.
The Committee?s mandate sets out its responsibilities and duties. A copy of the Committee”s mandate is attached here as
Appendix “A”.
Composition of the Audit Committee
The Committee is comprised of five directors: A. Terence Poole (Chair), Pierre Choquette, Phillip Cook, John Reid and Janice
Rennie. Each Committee member is independent and financially literate. Mr. Poole is designated as the “audit committee financial
expert.”” The U.S. Securities and Exchange Commission has indicated that the designation of Mr. Poole as an audit committee
financial expert does not make Mr. Poole an “expert” for any other purpose, impose any duties, obligations or liability on Mr. Poole
that are greater than those imposed on members of the Committee and Board who do not carry this designation or affect the duties,
obligations or liability of any other member of the Committee.
Relevant Education and Experience
The following is a brief summary of the education and experience of each member of the Committee that is relevant to the
performance of his or her responsibilities as a member of the Committee, including any education or experience that has provided the
member with an understanding of the accounting principles we use to prepare our annual and interim financial statements.
Mr. A. Terence Poole
Mr. Poole is a corporate director. Prior to his retirement in June 2006, he was Executive Vice President, Corporate Strategy and
Development of NOVA Chemicals Corporation (“NOVA”), a commodity chemical company with international operations. Prior to
that position, Mr. Poole was the Executive Vice President, Finance and Strategy of NOVA from 1998 to 2000; Senior Vice President
and Chief Financial Officer of NOVA Corporation from 1994 to 1998; and held other senior financial positions with NOVA
Corporation from 1988. He has worked at other large public companies in various financial and business management capacities since
1971.
Mr. Poole is a Chartered Accountant and holds a Bachelor of Commerce degree from Dalhousie University in Halifax, Nova
Scotia. Mr. Poole is a Member of the Canadian, Quebec and Ontario Institutes of Chartered Accountants and is also a Member of
Financial Executives International.
Mr. Poole serves on the board of Pengrowth Energy Corporation and chairs its Audit Committee.
Mr. Poole has served on the Committee since September 2003, as well as from February 1994 to June 2003. Mr. Poole has
chaired the Committee since May 2006.
Mr. Phillip Cook
Mr. Cook is a corporate director. He spent the majority of his career working for The Dow Chemical Company (“Dow
Chemical”), which provides chemical, plastic and agricultural products and services. His most recent position at Dow Chemical was
Senior Advisor from June 2006 until his retirement in January 2007. From 2005 to 2006, he was Corporate Vice President, Strategic
Development and New Ventures. Other senior positions at Dow Chemical included Senior Vice President, Performance Chemicals
and Thermosets for two years and Business Vice President, Epoxy Products and Intermediates for three years. Through Mr. Cook”s
experience at Dow Chemical, he has gained an understanding of accounting and financial reporting, including internal controls and
procedures for financial reporting.
Mr. Cook holds a Bachelor of Mechanical Engineering degree from the University of Texas at Austin and is a member of The
Cockrell School of Engineering Advisory Board and the Environmental Sciences Institute Advisory Board of the University of Texas
at Austin.
27
Mr. Cook has served on the Committee since May 2006.
Mr. Pierre Choquette
Mr. Choquette is a corporate director. He has over 25 years of senior management experience, concentrated in the petrochemical
industry. Most recently he was Chairman of the Board of the Company from September 2003 until May 2010 and Chairman and Chief
Executive Officer of the Company from September 2003 until May 2004. From October 1994 to September 2003 Mr. Choquette was
President and Chief Executive Officer of the Company. Prior to joining the Company, Mr. Choquette had been President and Chief
Operating Officer of Novacorp International and President of Polysar Inc.
Through Mr. Choquette?s experience as President and Chief Executive Officer and the deep knowledge of the Company he has
gained during his 16-year involvement with the Company, he has an understanding of accounting and financial reporting, including
internal controls and procedures for financial reporting.
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.
Mr. Choquette also serves as a director on the Canada Pension Plan Investment Board.
Mr. Choquette has served on the Committee since May 2010 and attended all Committee meetings from 1994 to 2004 in his
capacity as CEO and the vast majority of Committee meetings in his capacity as Chairman of the Board from 2004 to 2010.
Mr. John Reid
Mr. Reid is a corporate director. He held the position of President and Chief Executive Officer of Terasen Inc., an energy
distribution and transportation company, from November 1997 to November 2005, and prior to that was Executive Vice President and
Chief Financial Officer of Terasen. Prior to joining Terasen, Mr. Reid was the President and Chief Executive Officer of Scott Paper.
He also held various other senior positions at Scott Paper, including Corporate Vice President, Finance and Controller.
Mr. Reid is a Chartered Accountant and holds an economics degree from Newcastle University and is a Fellow of the British
Columbia, England and Wales Institutes of Chartered Accountants.
Mr. Reid also serves on the board of Finning International Inc. as the Lead Independent Director, is a member of its Audit
Committee and in the past was designated as its “financial expert.” Mr. Reid also sits on the board of the private companies Corix
Infrastructure Inc. and Corix Water Products Inc.
Mr. Reid has served on the Committee since September 2003.
Ms. Janice Rennie
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 held senior management positions in a number of private firms, including Principal of Rennie $ Associates,
which provided investment and related advice to small and mid-sized companies.
Ms. Rennie holds a Bachelor of Commerce degree from the University of Alberta and is a Fellow of the Institute of Chartered
Accountants of Alberta.
Ms. Rennie serves on the boards of Teck Resources Limited, West Fraser Timber Co. Ltd., Capital Power Corporation and Major
Drilling Group International Inc. and is a member of all their Audit Committees. In addition, Ms. Rennie serves on the board and
chairs the Audit Committee of Greystone Capital Management Inc., a private company.
Ms. Rennie has served on the Committee since May 2006.
28
Pre-Approval Policies and Procedures
The Committee annually reviews and approves the terms and scope of the external auditors” engagement. The Committee
oversees the Audit and Non-Audit Pre-Approval Policy, which sets forth the procedures and the conditions under which permissible
services proposed to be performed by KPMG LLP, the Company”s external auditors, are pre-approved. The Committee has delegated
to the Chair of the Committee pre-approval authority for any services not previously approved by the Committee. All such services
approved by the Chair of the Committee are subsequently reviewed by the Committee.
AlI non-audit service engagements, regardless of the cost estimate, are required to 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 LLP, Chartered Accountants, Vancouver, are the independent auditors of the Company. The holders of the Company”s
Common Shares have resolved to have the directors of the Company determine the auditor?s remuneration. 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
The nature of each category of fees 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 IFRS transition 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.
TRANSFER AGENT AND REGISTRAR
Our principal transfer agent is CIBC Mellon Trust Company at its offices in Vancouver, British Columbia. Our co-transfer agent
in the United States for our Common Shares is Registrar and Transfer Company at its offices in New Jersey.
29
CONTROLS AND PROCEDURES
Our disclosure controls and procedures are described under the heading Controls and Procedures in our 2010 MD¿A and are
incorporated in this AIF by reference.
CODE OF ETHICS
We have a written code of ethics that applies to our directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer. A copy of our code, entitled “Code of Business Conduct”, can be found on
our website at www.methanex.com or upon request from the Corporate Secretary at the address below under the heading “Additional
Information”.
ADDITIONAL INFORMATION
Additional information relating to the Company, including directors? and officers” remuneration and indebtedness, principal
holders of the Company”s securities and securities authorized for issuance under equity compensation plans, is contained in our
Information Circular dated March 4, 2011 relating to our Annual General Meeting that will be held on April 28, 2011.
Additional financial information about the Company is provided in the Company”s financial statements for the year ended
December 31, 2010 and in our 2010 MDeA.
Copies of the documents referred to above are available on the Canadian Securities Administrators” SEDAR website at
www.sedar.com and may also be obtained upon request from:
Methanex Corporation
Randy Milner
Senior Vice President, General Counsel and Corporate Secretary
1800 Waterfront Centre
200 Burrard Street
Vancouver, British Columbia V6C 3M1
Telephone: 604 661 2600
Facsimile: 604 661 2602
E-mail: rmilnerYmethanex.com
Additional information relating to the Company may be found on the Canadian Securities Administrators” SEDAR website at
www.sedar.com and on the United States Securities and Exchange Commission’s EDGAR website at www.sec.gov.
30
APPENDIX “A”
METHANEX CORPORATION
AUDIT, FINANCE AND RISK COMMITTEE MANDATE
Creation
A committee of the directors to be known as the “Audit, Finance and Risk Committee” (hereinafter referred to as the
“Committee”) is hereby established.
Purpose and Responsibility
The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibility relating to: the integrity of
the Corporation”s financial statements; the financial reporting process; the systems of internal accounting and financial controls;
the professional qualifications and independence of the external auditors; the performance of the external auditors; risk
management processes; financing plans; pension plans; and compliance by the Corporation with ethics policies and legal and
regulatory requirements.
The Committee”s role is one of oversight. It is the responsibility of the Corporation’s management to plan audits and to prepare
consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”), and it is the
responsibility of the Corporation”s external auditor to audit these financial statements. Therefore, each member of the Committee,
in exercising his or her business judgment, shall be entitled to rely on the integrity of those persons and organizations within and
outside the Corporation from whom he or she receives information, and on the accuracy of the financial and other information
provided to the Committee by such persons or organizations. The Committee does not provide any expert or other special
assurances as to the Corporation’s financial statements or any expert or professional certification as to the work of the
Corporation”s external auditor. In addition, all members of the Committee are equally responsible for discharging the
responsibilities of the Committee and the designation of one member as an “audit committee financial expert” pursuant to the
Applicable Rules (as defined below) is not a statement of intention by the Corporation to impose upon such designee duties,
obligations or liability greater than those imposed on such a director in the absence of such designation.
Committee Membership
Composition of the a) The Committee must be composed of a minimum of
Committee three directors.
Appointment and Term of Members b) The members of the Committee must be appointed or
reappointed at the organizational meeting of the Board
concurrent with cach Annual General Meeting of the
shareholders of the Corporation. Each member of the
Committee continues to be a Committee member until a
successor is appointed, unless he or she resigns or is
removed by the Board or ceases to be a director of the
Corporation. Where a vacancy occurs at any time in the
membership of the Committee, it may be filled by the
Board and shall be filled by the Board if the
membership of the Committee is less than three
directors as a result of the vacancy.
Financial Literacy and Independence c) Each member of the Committee shall meet the
independence and experience requirements, and at least
one member of the Committee shall qualify as an “audit
committee financial expert.” These requirements shall
be in accordance with the applicable rules and
regulations (the “Applicable Rules”) of the Canadian
Securities Administrators, the U.S. Securities and
Exchange Commission, the Toronto Stock Exchange
and the NASDAQ Stock Market.
31
Appointment of Chair and Secretary
Use of Outside Experts
4. Meetings
Time, Place and Procedure of
Meetings
Quorum
Quarterly Meetings
Notice of Meetings
Waiver of Notice
Attendance of External Auditors
Meeting with Financial Management
Meeting without Management
d)
The Board or, if it does not do so, the members of the
Committee, must appoint one of their members as
Chair. If the Chair of the Committee is not present at
any meeting of the Committee, the Chair of the meeting
must be chosen by the Committee from the Committee
members present. The Chair presiding at any meeting
of the Committee has a deciding vote in case of
deadlock. The Committee must also appoint a Secretary
who need not be a director.
Where Committee members believe that, to properly
discharge their fiduciary obligations to the Corporation,
it is necessary to obtain the advice of independent legal,
accounting or other experts, the Chair shall, at the
request of the Committee, engage the necessary experts
at the Corporation”s expense. The Board must be kept
apprised of both the selection of the experts and the
experts” findings through the Committee”s regular
reports to the Board.
The time and place of Committee meetings, and the
procedures for the conduct of such meetings, shall be
determined from time to time by Committee members,
provided that:
1) a quorum for meetings must be three members,
present in person or by telephone or other
telecommunication device that permits all persons
participating in the meeting to communicate with
each other;
li) the Committee must meet at least quarterly;
lii) notice of the time and place of every meeting must
be given in writing or by electronic transmission to
each member of the Committee and the external
auditors of the Corporation at least 24 hours prior
to the Committee meeting;
lv) a member may waive notice of a meeting, and
attendance at the meeting is a waiver of notice of
the meeting, except where a member attends a
meeting for the express purpose of objecting to the
transaction of any business on the grounds that the
meeting is not lawfully called;
v) the external auditors are entitled to attend each
meeting at the Corporation’s expense;
vi) the Committee will, at least annually, meet with
senior financial management, including the Chief
Financial Officer and the Corporate Controller,
without other members of management present;
vii) each regular meeting of the Committee will
conclude with a session without any management
personnel present;
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5.
1D)
Calling a Meeting
Committee Determines Attendees
Reports to the Board
Duties and Responsibilities of the Committee
Financial Statements and Disclosure
Annual Report and Disclosures
Prospectuses
Quarterly Interim Reports
and Disclosures
Accounting Policies and Estimates
b)
b)
d)
viii)a meeting of the Committee may be called by the
Secretary of the Committee on the direction of the
Chair or Chief Executive Officer of the
Corporation, by any member of the Committee or
the external auditors; and
(ix) notwithstanding the provisions of this paragraph,
the Committee has the right to request any officer
or employee of the Corporation or the
Corporation”s outside counsel or external auditor to
be present or not present at any part of the
Committee meeting.
The Committee shall make regular reports to the Board.
Review and discuss with management and the external
auditor, and recommend for approval by the Board, the
Corporation”s annual report, Annual Information Form,
audited Annual Consolidated Financial Statements,
annual Management’s Discussion and Analysis,
Management Information Circular, any reports on
adequacy of internal controls, and all financial
statements in prospectuses or other disclosure
documents.
Review and recommend for approval by the Board all
prospectuses and documents that may be incorporated
by reference into a prospectus, including without
limitation, material change reports and proxy circulars.
Review, discuss with management and the external
auditor, and approve the Corporation”s interim reports,
including the quarterly financial statements, interim
Management’s Discussion and Analysis and press
releases on quarterly and year-end financial results,
prior to public release.
Review and approve all accounting policies and
estimates that would have a significant effect on the
Corporation”s financial statements, and any changes to
such policies. This review will include a discussion
with management and the external auditor concerning:
1) any areas of management judgment and estimates
that may have a critical effect on the financial
statements;
li) the effect of using alternative accounting
treatments that are acceptable under GAAP;
iii) the appropriateness, acceptability and quality of the
Corporation”s accounting policies; and
33
Non-GAAP Financial Information
Regulatory and Accounting Initiatives
Litigation
Financing Plans
2) Risk Management and Internal Control
Risk Management Policies
Risk Management Processes
1
8)
0)
b)
iv) any material written communication between the
external auditor and management, such as the
annual management letter and the schedule of
unadjusted differences.
Discuss with management the use of “*pro forma”” or
“non-GAAP information” in the Corporation’s
continuous disclosure documents.
Discuss with management and the external auditor the
effect of regulatory and accounting initiatives as well as
the use of off-balance sheet structures on the
Corporation”s financial statements.
Discuss with the Corporation’s General Counsel, and
with external legal counsel if necessary, any litigation,
claim or other contingency (including tax assessments)
that could have a material effect on the financial
position or operating results of the Corporation, and the
manner in which these matters have been disclosed in
the financial statements.
Review the financing plans and objectives of the
Corporation, as received from and discussed with
management.
Review and recommend for approval by the Board
changes considered advisable, after consultation with
management, to the Corporation”s policies relating to:
1) the risks inherent in the Corporation”s businesses,
facilities and strategic direction;
li) financial risks, including foreign exchange, interest
rate and investment of cash;
iii) overall risk management strategies and the
financing of risks, including insurance coverage in
the context of competitive and operational
considerations;
iv) the risk retention philosophy and the resulting
uninsured exposure of the Corporation; and
v) shipping risk.
Review with management at least annually the
Corporation’s processes to identify, monitor, evaluate
and address important enterprise-wide strategic and
business risks.
34
3)
Adequacy of Internal Controls
Financial Risk Management
External Auditors
Appointment and Remuneration
Resolving Disagreements
Direct Reporting to Committee
Quality Control and Independence
d)
b)
d)
Review, at least quarterly, the results of management’s
evaluation of the adequacy and effectiveness of internal
controls within the Corporation in connection with the
certifications signed by the CEO and CFO.
Management’s evaluation will include a review of:
1) policies and procedures to ensure completeness and
accuracy of information disclosed in the quarterly
and annual reports, prevent earnings management
and detect material financial statement
misstatements due to fraud and error; and
li) internal control recommendations of the external
auditors and arising from the results of the internal
audit procedures, including any special steps taken
to address material control deficiencies and any
fraud, whether or not material, that involves
management or other employees who have a
significant role in the Corporation’s internal
controls.
Review with management activity related to managing
financial risks to the Corporation, including hedging
programs.
Review and recommend to the Board:
1) the selection, evaluation, reappointment or, where
appropriate, replacement of external auditors; and
li) the nomination and remuneration of external
auditors to be appointed at each Annual General
Meeting of Shareholders.
Resolve any disagreements between management and
the external auditor regarding financial reporting.
The external auditors shall report directly to the
Committee and the Committee has the authority to
communicate directly with the external auditors.
Review a formal written statement requested at least
annually from the external auditor describing:
1) the firm’s internal quality control procedures;
li) any material issues raised by the most recent
internal quality control review, peer review of the
firm or any investigation by governmental or
professional authorities within the preceding five
years respecting one or more independent audits of
the Corporation carried out by the firm;
lii) any steps taken to deal with any such issues; and
iv) all relationships between the external auditors and
the Corporation.
35
4)
External Audit Plan
Rotation of Senior Audit Partner
Remuneration of External Auditors
Restrictions on Hiring Employees of
External Auditor
Report from the External Auditors
Meeting with Auditors and
Management
Internal Audit
Internal Audit Plans
Audit Findings and Recommendations
8)
h)
J)
b)
The Committee will actively engage in a dialogue with
the external auditor with respect to whether the firm’s
quality controls are adequate, and whether any of the
disclosed relationships or non-audit services may
impact the objectivity and independence of the external
auditor based on the independence requirements of the
Applicable Rules. The Committee shall present its
conclusion with respect to the independence of the
external auditor to the Board.
Review and approve the external audit plan and enquire
as to the extent the planned audit scope can be relied upon
to detect weaknesses in internal control or fraud or other
illegal acts. Any significant recommendations made by
the auditors for strengthening internal controls will be
reviewed.
Ensure the rotation of senior audit personnel who have
primary responsibility for the audit work, as required by
law.
Review and approve (in advance) the scope and related
fees for all auditing services and non-audit services
permitted by regulation that are to be provided by the
external auditor in accordance with the Corporation”s
Audit and Non-Audit Services Pre-Approval Policy,
which is to be annually reviewed and approved by the
Committee.
Ensure the establishment of policies relating to the
Corporation”s hiring of employees of or former
employees of the external auditor, if such individuals
have participated in the audit of the Corporation, as
required by law.
Prior to filing the Quarterly Consolidated Financial
Statements and the Annual Consolidated Financial
Statements, the Committee should receive a report from
the external auditors on the results of the audit.
The Committee should meet with the external auditors
without management present and discuss any issues
related to performance of the audit work, any
restrictions and any significant disagreement with
management. The Committee should also meet
separately with management to discuss the same
matters as those discussed with the external auditors.
Review and approve the annual Internal Audit Plan and
objectives.
Review the significant control issues identified in
internal audit reports issued to management and the
responses and actions taken by management to address
weaknesses in controls.
36
Meeting with Auditors c) The Committee will meet, without management present,
with representatives of the accounting firm and/or the
Corporation”s Internal Auditor that executed the annual
Internal Audit Plan.
5) Pension Plans
With respect to all investing and funding aspects of all defined benefit corporate sponsored pension plans of the Corporation and its
wholly owned subsidiaries that have estimated actuarial liabilities in excess of US$10 million (collectively the “Retirement Plans”):
Constitute Pension Committees a) Anmnually constitute Committees (the “Pension
Committees”) with responsibility for the investment
activities of the Retirement Plans” trust funds.
Statements of Pension Investment b) Review the Corporation’s Statement of Pension
Policy and Procedures Investment Policy for the Retirement Plans” trust funds
whenever a major change is apparent or necessary.
Amendments to Retirement Plans and c) Review and recommend to the Board any amendments to
Material Agreements the Retirement Plans” trust agreements and any material
document written or entered into pursuant to the
Retirement Plans” trust agreements.
Appointment of Auditors, Actuaries d) Approve the recommendations of the officers of the
and Investment Managers Corporation regarding the reappointment or
appointment of auditors and recommendations of the
Pension Committees regarding appointment of
investment managers and actuaries of the Retirement
Plans.
Retirement Plan Financial Statements e) Review and approve the annual financial statements of
the Retirement Plans, and related trust funds, and the
auditors” reports thereon.
Retirement Plan Report f) Review and recommend for approval by the Board, the
annual report on the operation and administration of the
Retirement Plans and related trust funds.
Terms of Reference of the Pension g) Review and recommend to the Board for approval the
Committees Terms of Reference of the Pension Committees (to be
approved jointly with the Human Resources Committee
of the Board) and any material amendments thereto.
Delegation to the Pension Committees h) Approve the delegation of certain responsibilities to
members of the Pension Committees.
Actuarial Reports and Funding 1) Review the actuarial reports on the Retirement Plan as
Assumptions required by applicable regulations and any special
actuarial reports.
With respect to all investing and funding aspects of all defined contribution pension plans and defined benefit pension plans that have
estimated actuarial liabilities of less than US$10 million of the wholly owned subsidiaries of the Corporation (“other Retirement
Plans”):
Other Retirement Plans Report J) Receive from management and review with the Board, at
least annually, a report on the operation and
administration of other Retirement Plans” trust funds,
including investment performance.
37
6)
Delegation of Authority
General Duties
Code of Business Conduct
Compliance
Code of Ethics
Compliance Reporting Process
Regulatory Matters
Disclosure Policy
Related-Party Transactions
Mandate Review
Annual Evaluation
k)
b)
d)
8)
h)
Administer and delegate to management-committees as
considered advisable all other matters related to other
Retirement Plans” trust funds to which the Committee has
been delegated authority.
Obtain a report at least annually from the Senior Vice
President, General Counsel $£ Corporate Secretary on
the Corporation’s and its subsidiary/foreign-affiliated
entities? conformity with applicable legal and ethical
compliance programs (e.g., the Corporation’s Code of
Business Conduct).
Review and recommend to the Board for approval a
code of ethics for senior financial officers.
Ensure that a process and procedure has been
established by the Corporation for receipt, retention,
and treatment of complaints regarding non-compliance
with the Corporation’s Code of Business Conduct,
violations of laws or regulations, or concerns regarding
accounting, internal accounting controls or auditing
matters. The Committee must ensure that procedures
for receipt of complaints allow for confidential and
anonymous submission of complaints from employees.
Discuss with management and the external auditor any
correspondence with regulators or governmental
agencies and any published reports that raise material
issues regarding the Corporation’s compliance policies.
Review annually and recommend to the Board for
approval, the Corporation’s Disclosure policies. In
particular, the Committee will review annually the
Corporation”s procedures for public disclosure of
financial information extracted or derived from the
Corporation”s financial statements.
Review and approve all related-party transactions.
Review and recommend to the Board for approval
changes considered advisable based on the Committee”s
assessment of the adequacy of this Mandate. Such
review will occur on an annual basis and the
recommendations, if any, will be made to the Board for
approval.
The Committee will conduct an annual evaluation to
ensure that it has satisfied its responsibilities in the
prior year in compliance with this Mandate.
38
A Responsible Care? Company
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