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FORM 10-K IMPERIAL OIL LIMITED

FORM 10-K IMPERIAL OIL LIMITED

FORM 10-K IMPERIAL OIL LIMITED

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Payments to employees who retire<br />

Pension plan table<br />

Remuneration for<br />

determining payments<br />

on retirement<br />

($)<br />

Estimated undiscounted payments<br />

on retirement at the age of 65 after years of service indicated below ($)<br />

20 Years 25 Years 30 Years 35 Years 40 Years<br />

<strong>10</strong>0,000 32,000 40,000 48,000 56,000 64,000<br />

200,000 64,000 80,000 96,000 112,000 128,000<br />

300,000 96,000 120,000 144,000 168,000 192,000<br />

400,000 128,000 160,000 192,000 224,000 256,000<br />

500,000 160,000 200,000 240,000 280,000 320,000<br />

600,000 192,000 240,000 288,000 336,000 384,000<br />

800,000 256,000 320,000 384,000 448,000 512,000<br />

1,000,000 320,000 400,000 480,000 560,000 640,000<br />

1,500,000 480,000 600,000 720,000 840,000 960,000<br />

2,000,000 640,000 800,000 960,000 1,120,000 1,280,000<br />

2,500,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000<br />

3,000,000 960,000 1,200,000 1,440,000 1,680,000 1,920,000<br />

The Company’s pension plan applies to almost all employees. The plan provides an annual pension of a<br />

specific percentage of an employee’s “final three year average earnings”, multiplied by the employee’s<br />

years of service, subject to certain requirements concerning age and length of service. An employee may<br />

elect to forego three of the six percent of the Company’s contributions to the savings plan under one of the<br />

options of that plan (except for K.C. Williams and J.M. Yeager), to receive an enhanced pension equal to<br />

0.4 percent of the employee’s “final three year average earnings”, multiplied by the employee’s years of<br />

service while foregoing such Company contributions. In addition to the pension payable under the plan, the<br />

Company has paid and may continue to pay a supplemental retirement income to employees who have<br />

earned a pension in excess of the maximum pension under the Income Tax Act. The pension plan table on<br />

this page shows estimated undiscounted annual payments, consisting of pension and supplemental<br />

retirement income, payable on retirement to employees including the senior executives in specified<br />

classifications of remuneration and years of service currently applicable to that group.<br />

The remuneration used to determine the payments on retirement to the individuals named in the summary<br />

compensation table on pages 36 and 37, corresponds generally to the salary, bonus compensation, and<br />

bonus compensation amount elected to be received as deferred share units in that table, and the<br />

aggregate maximum settlement value that could be paid for earnings bonus units granted shown in the table<br />

on page 39 is included in the employee’s “final three year average earnings” for the year of grant of such<br />

units. As of February 18, 2005, the number of completed years of service with Imperial Oil Limited used to<br />

determine payments on retirement were 38 for T.J. Hearn, 36 for B.J. Fischer, 25 for P.A. Smith and 28 for<br />

J.F. Kyle.<br />

K.C. Williams and J.M. Yeager are not members of the Company’s pension plan but are members of<br />

Exxon Mobil Corporation’s pension plan. Under that plan, J.M. Yeager has 23 years of service and he will<br />

receive a pension payable in U.S. dollars. The remuneration used to determine the payment on retirement to<br />

him also corresponds generally to his salary and bonus compensation in the summary compensation table<br />

on pages 36 and 37, which remuneration may be applied to the pension plan table above but with the<br />

dollars in that table representing U.S. rather than Canadian dollars.<br />

Composition of the Company’s compensation committee<br />

The executive resources committee of the board of directors, composed of the nonemployee directors,<br />

is responsible for decisions on the compensation of senior management above the level of vice-president<br />

including all officers of the Company, and for reviewing the executive development system, including<br />

specific succession plans for senior management positions. It also reviews corporate policy on compensation.<br />

During 2004, the membership of the executive resources committee was as follows:<br />

P. Des Marais II – Chair<br />

R. Phillips – Vice-chair<br />

J.F. Shepard<br />

S.D. Whittaker<br />

V.L. Young<br />

T.J. Hearn periodically attends meetings at the request of the committee.<br />

41

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