1999 Annual Report - Four Seasons Hotels and Resorts

management, including the appointment of a lead director, the practice of having non-management members of the Board
meeting periodically as a group, the Board initiating discussions with senior management without the Chief Executive
Officer present so that they may voice their concerns, and the ongoing monitoring of the relationship between the Board
and management by the Corporate Governance Committee.
Another of the Guidelines recommends that the board of directors and the chief executive officer should develop
position descriptions for the board and for the chief executive officer that define the limits of management’s responsibilities.
In this regard, the Corporation has taken a different approach. The Board has adopted a job description and statement
of functions for the Chief Executive Officer which delegates to him the day-to-day responsibility for directing the
Corporation and for meeting the corporate objectives approved by the Board. The Chief Executive Officer reports formally
to the Board, as well as informally through discussions with one or more members of the Board to advise the Board on
courses of action that have been taken. The Board exercises its responsibility for oversight through the approval of all
significant decisions and initiatives. The Board is satisfied that the Chief Executive Officer has reported to and sought the
consent of the Board where necessary and appropriate.
Board Composition
The Guidelines require careful consideration of the size, composition and relative independence of corporate boards.
According to the Guidelines, an “unrelated” director is a director who is independent of management and is free from any
interest and any business or other relationship that could, or could reasonably be perceived to, interfere materially with the
director’s ability to act with a view to the best interests of the Corporation, other than interests and relationships arising
from shareholding. The Guidelines emphasize the ability to exercise objective judgment, independent of management, as a
hallmark of an unrelated director.
Due to the death of Mr. Christopher Wallis, the retirement of Mr. John Sharpe and the appointment of Mr. Anthony
Sharp to the Board during 1999, the size of the Board was reduced from 14 to 13 members. The Board believes that its
size promotes effectiveness and efficiency and falls within the range suggested by the Guidelines. The Board, in
conjunction with the Corporate Governance Committee, has determined, after reviewing the roles and relationships
particular to each of the directors, that seven of the 14 directors of FSHI who served in the 1999 financial year were
related. The directors who are considered to be unrelated are Nan-b de Gaspé Beaubien, Charles S. Henry, Murray B.
Koffler, J. Robert S. Prichard, Benjamin Swirsky, Shuichiro Tamaki and Simon Turner.
While the Guidelines recommend that a corporation should be constituted with a majority of individuals who
qualify as unrelated directors, the Board believes that it has and continues to function independently of management.
Mr. Isadore Sharp is a “significant shareholder” (as defined in the Guidelines) of FSHI since he controls shares
carrying the ability to exercise a majority of the votes for the election of the Board. The Guidelines suggest that where
there is a significant shareholder, the Board should include a number of directors who do not have interests in or
HOTELS AND RESORTS FOUR SEASONS HOTELS AND RESORTS FOUR SEASONS HOTELS AND RESORTS FOUR SEASONS HOTELS AND RESORTS FOUR SEASONS HOTELS AND RESORTS
F our Seasons Hotels Inc.
seventy-seven