Celebrating 25 years of success. In-House Counsel Compensation & Career Survey Report 2012. The Counsel Network

Celebrating 25 years of success In-House Counsel Compensation & Career Survey Report 2012 The Counsel Network 1

Message from the Executive Dear Colleague: We are pleased to present the results of our 3rd In-House Counsel Compensation & Career Survey. This report provides employers, in-house counsel and corporate secretaries with the most up-to-date and robust analysis of in-house and corporate counsel compensation within Canada. We started to publish this data in 2009 because of a dearth of information in the market about in-house compensation and wanted to provide employers with benchmark data that would allow them to make informed and prudent decisions with respect to salary and compensation. The feedback we received about our first survey and report was extremely positive and we felt that as knowledge leaders in the legal recruitment field, the onus was on us to continue to provide this information. Who uses the results from this survey? Organizations that are trying to set competitive pay levels. Analyzing salary, bonus and benefit trends on a yearly basis can be quite challenging and knowing the geographic and market benchmarks can help employers make the best decisions and rationales for their organizations. Organizations that are trying to attract and retain top talent. Knowing the compensation and career issues which will tip the scale in your favour when recruiting can make the difference between a potential candidate saying yes to your offer or accepting a position elsewhere and help you retain your top talent. Dal Bhathal Organizations that require specialized skill sets and specialties. Awareness and insight into a specialized market and knowing the availability of particular skill sets can be the difference of paying too much and offering too little. Sameera Sereda In-House Counsel and Corporate Secretaries seeking information that will assist them in evaluating their compensation packages. HR Professionals who want to be more informed and involved in the hiring of in-house and corporate counsel. Warren Smith It is our hope that you will find this report useful in helping you to make informed decisions with respect to recruiting and retaining talent for your organization. Please visit our website, www.thecounselnetwork.com for more information regarding the current hiring environment. 2 The Counsel Network

Why Choose The Counsel Network The Counsel Network provides market-leading, comprehensive recruitment services for the sourcing and selection of talent for positions requiring a legal professional across Canada. There are few lawyers in Canada who have not heard of The Counsel Network. We have aggressively developed our reputation and position as Canada s premier lawyer recruitment firm. We have a high performance, results oriented culture built on the core values of excellence, leadership, integrity, teamwork and empowering relationships. We conduct our business with the highest level of integrity and ethical standards, both internally and externally. The Counsel Network differentiates itself from other legal recruitment firms in the following ways: We are trusted advisors; we possess an unparalleled knowledge of the legal market, and provide our clients with compelling thought leadership that empowers them to best match their business objectives with their recruitment needs. We value relationships; we seek long-term, strategic relationships with our clients, who value not only the manner and approach to the services we provide, but also value the people we help them recruit. We are distinguished in the legal field; we are proud of our unique status as Canada s first specialist lawyer headhunting firm and equally proud of our unique and exclusive selection as Preferred Supplier to the Canadian Bar Association (AB, BC, MB and SK branches) and of our selection as Preferred Provider to the members of the Canadian Corporate Counsel Association. We are knowledge leaders; our success is rooted in systems which create an unparalleled, shared and detailed knowledge of the Canadian legal market, combined with a deep understanding of the business of law, which we pro-actively share with our clients. We have created one of the largest, if not the largest, recruiting databases in Canada but we believe it is our job to get to know the person behind the resume and will provide you with the best candidates with the best fit for your organization. Have a confidential discussion with Canada s leaders in legal career advice today. Dal Bhathal 416.364.6654 Managing Partner dal@thecounselnetwork.com Sameera Sereda 403.444.1763 Managing Partner ssereda@thecounselnetwork.com Warren Smith 604.643.1711 Managing Partner wsmith@thecounselnetwork.com The Counsel Network 1

2 The Counsel Network 2012 The Counsel Network Inc. All rights reserved

Contents Introduction 4 Background 4 Methodology 5 Notes About the Report 5 Employee Representative Database (RED) 5 Executive Summary 6 Respondent Profile 8 In-House Counsel at Work 12 Past Employment and Tenure 14 Job Content 16 Work Hours 17 Comparability and Change in Compensation 19 Base Salary Increase 22 Change in Benefits over Past 12 Months 23 In-Depth Look at Provinces 24 Focus on Atlantic Canada 25 Focus on Quebec 28 Focus on Ontario 31 Focus on Central Canada 35 Focus on Alberta 38 Focus on British Columbia 42 National Trends in In-House Counsel Compensation 45 Base Salary by Type of Employer 45 Base Salary by Employment History, Age and Tenure 46 Base Salary by Gender 48 Short- and Long-Term Incentive Programs 50 Stock Options 53 Long-Term Incentive Plans 54 Benefits 55 Pension/Retirement Plans 58 Car and Parking Allowance 59 Vacation, Flex and Personal Time Off Days 60 Additional Benefits 62 Satisfaction with Work & Loyalty to Employer 63 Satisfaction with Work-Life Balance 63 Satisfaction with Compensation 66 Career Plans 68 Loyalty to Employer 68 Career Moves 69 Views Toward the Future 70 Effect of Economic Climate on the Future 71 Appendix 72 Diversity Questions 72 The Counsel Network 3

Introduction Background Ipsos Reid was commissioned by The Counsel Network in 2009 and 2010 to conduct the In-House Counsel Compensation & Career Survey in collaboration with The Canadian Corporate Counsel Association (CCCA). This year (2012), the study was conducted once again for the purpose of reporting and benchmarking compensation and career-related topics for Canada s in-house counsel community. This wave represents the third year of this research. The survey asked over 70 questions which covered the following topics: Demographic data Compensation Base salary and increase in the past/current fiscal year Short-term compensation bonuses Long-term compensation stock options Benefits Satisfaction with the various components of the compensation package Hours of work and work-life balance Confidence in the future Satisfaction with career mobility New questions this year include: Change in size of the organization s legal department over the past 2 years Degree to which size of the organization has changed over the past 2 years Overall compensation package comparability to those in similar roles in other organizations A series of diversity questions including Aboriginal background, race/ethnicity and sexual orientation 4 The Counsel Network

Methodology Employee Representative Database (RED) Survey invitations were sent via e-mail by Ipsos to over 9,000 in-house counsel on May 8, 2012. The survey was hosted online on Ipsos secure servers and was offered in both English and French. A total of 738 completed surveys were received at the end of the fielding period on June 9, 2012. In this report, the 738 respondents surveyed come from a wide variety of sectors, job roles and regions, and are an accurate reflection of industry. In essence, no data weighting is required given the natural fallout of survey completions by these key demographic variables. Notes about the Report RED is a specific research program conducted by Ipsos, amongst a representative sample of employees working in companies of 100+ people. Due to sample techniques, all major organizations are included in each Ipsos norm. RED is not comprised of client data; it is conducted through an independent survey. The RED survey is conducted regularly across 33 countries, in over 20 sectors to provide up-to-date and relevant references. Some results in this wave are compared to RED where benchmarking data is available. The RED data presented in this report has been filtered and represents Canadian employees only. This report is intended to be a tool for in-house counsel and human resource professionals to better understand current compensation levels. In-house counsel may use these figures to benchmark salary, but attention must be given to the location, sector and seniority of the role, which are factors that create significant variations in compensation. If the sums of the subgroups do not add up to 100%, it is due to don t know and no answer responses which are not displayed in some graphs. This year, trending data has been added throughout the report for comparison purposes. This will enable this year s results to be compared against those observed in 2010 and 2009. For base salary levels, the figures are rounded to the closest $500. The Counsel Network 5

Executive Summary Introduction The In-House Counsel Compensation & Career Survey was commissioned by The Counsel Network in collaboration with The Canadian Corporate Counsel Association (CCCA). This represents the third wave of this research, conducted previously in 2010 and 2009. Once again, the primary objective of this survey is to benchmark various compensation-related measures of Canada s in-house counsel community. The Counsel Network and the CCCA would like to keep abreast of tracked measures among the in-house counsel population. Feedback on various compensation-related measures was gathered via an Ipsos online survey with practicing in-house counsel. At the conclusion of the data collection period, Ipsos completed a total of 738 online interviews with this target audience. The final sample population represents a good mix of in-house counsel. Participants included in-house counsel from across the country, working in a variety of industries, and employed with organizations varying in size. Measures of Compensation and Shifts in the Industry On average, in-house counsel earn approximately $155,000 per year, representing an increase of $4,500 over the level observed in 2010. As one would expect, salary levels vary considerably by age, experience and tenure, but important differences are also observed by region, organization type and industry. For instance, average salaries are significantly higher for in-house counsel working in publicly-quoted and privatelyowned companies compared to those of Government or Crown Corporations. By industry, salaries are considerably higher for in-house counsel working in the IT, oil & gas, resource and mining, and manufacturing/automotive/aerospace sectors. A difference in salary between men and women has been observed throughout the history of this study. This trend continues in 2012, where results show that women earn about 16% less than their male counterparts on average. While this salary difference is apparent at the overall level, it is important to understand the composition of the sampled population by role and by gender before concluding that a true salary difference by gender exists. Among those surveyed, a higher proportion of women hold the more junior, lower paying positions: legal and senior counsel. Surveyed men on the other hand, are more likely to occupy the higher-level positions that offer a higher salary, namely General Counsel at the Director and Executive Levels. This would appear to explain the observed disparity in salary by gender however a further look into the results tells another story. When each role is isolated and the average salaries are compared within each of these roles, men s salaries are consistently higher than those of women. This finding suggests that on average, men are making more than women in comparable roles. This research also explores other important measures of one s overall compensation: incentive programs, bonuses and benefits. Similar to salary, incentive amounts vary by organization type. Publicly-quoted and privately-owned companies offer the greatest amount in terms of incentives, whereas Government and not-for-profit organizations offer the least. The disparity in salary and incentives translate to satisfaction levels reported by surveyed in-house counsel. A case in point is that in-house counsel in Government and Crown Corporations are less satisfied with their base salary and incentive programs than their counterparts in publicly-quoted and privately-owned companies. Since this research was last carried out in 2010, a number of shifts have been observed with respect to compensation. Although the overall national average increased marginally over this period, some more substantial shifts are observed by industry. For example, average salaries of in-house counsel in both the IT and manufacturing/automotive/aerospace industries jumped by $18,000 over the past two years. In contrast, average salaries in Government, Crown Corporations and the telecommunications sector fell by $7,000 over this same period. 6 The Counsel Network

Executive Summary When asked what base salary increase they experienced over the past year, half of all in-house counsel report either no increase at all or a slight increase of less than 3%. The change in benefits experienced over the past year provide a further indication that organizations are curbing their expenditures. A third of all in-house counsel report that they experienced an increase in out-of-pocket costs for expenses and nearly onein-five report experiencing a decrease in benefits coverage. Government in-house counsel report higher levels of increased costs for benefits and lower coverage. Nearly half of in-house counsel feel their overall compensation package is comparable to that of other in-house counsel in similar roles within their organization. While this does not represent a vast majority of the surveyed population, agreement has increased considerably since 2010. This would suggest that there is a stronger belief that there is equity within their organization when it comes to compensation. That being said, this perception of equity is weaker when respondents were asked whether their package is comparable to those outside of their organization. Compensation Comparability and Equity While just over half of in-house counsel report that the number of hours they work per week has remained the same, three-inten feel that the number of hours they work has increased over the past two years. In contrast, only one-in-ten feel that their work hours have decreased. Despite the fact that three times as many feel their work days are longer, satisfaction with worklife balance has increased since 2010. Nearly eight-in-ten are either very or somewhat satisfied with this balance, a level that far exceeds that reported by the average Canadian employee (RED). When it comes to perceptions of whether their compensation package reflects their performance, half of in-house counsel are in agreement. An important third of the sampled population disagree with this statement, while nearly a fifth have a neutral sentiment. Perceptions of compensation reflecting their performance has been consistent for not-for-profit, privatelyowned and publicly-quoted companies, however agreement with this statement has waned among Government and Crown Corporation counsel. Future Outlook Overall, the outlook for in-house counsel is positive and trending upward. Surveyed counsel are far more likely to report an increase in the size of their organization s legal department and this sentiment is observed across all primary roles. The research does suggest that in-house counsel working for Government and Crown Corporations are facing tougher times. In fact, counsel in Government are the most pessimistic about their professional future, which is a shift from 2010, when those working for publicly-quoted companies were the most pessimistic. Many of the compensation-related measures for this segment fall below levels observed among other organization types. The Counsel Network 7

Respondent Profile A total of 738 in-house counsel participated in the survey from across Canada and a variety of sectors. Before using the survey results as benchmarks, it is important to consider the profile of the respondent base. As seen below, the majority of survey respondents came from Ontario (43%) and Alberta (2), particularly from large metropolitan centres. In fact, seven-in-ten (7) in-house counsel reside in the larger metropolitan cities, namely Toronto, Calgary, Montreal, Vancouver, Edmonton and Ottawa. This is not surprising given that in-house counsel are most likely to work in the company headquarters and head offices are often located in larger urban centres. Province and Region Canada 738 Respondents in total Province BC AB SK MB ON QC NL NB NS % 11 21 3 4 43 13 1 1 2 Regions West Central Ontario Quebec East % 32 7 43 13 4 Other territories () Outside of Canada () 8 The Counsel Network

Respondent Profile Cities Toronto Calgary Vancouver Montreal Edmonton Mississauga Winnipeg Ottawa Halifax Saskatoon Regina 5% 4% 4% 4% 4% 4% 3%4% 5% 1 1 7% 7% 7% 1 1 7% 16% 2 Metropoltan Cities* US International 24% 28% 6 7 7 BC Other Ontario Other Atlantic Other Quebec Other 4% 3% 3% Other Cities 28% 2 38% Both privately-owned and publicly-quoted organizations are represented in this study. Consistent with both the 2009 and 2010 Compensation & Career Surveys, financial services and insurance continues to be the sector most represented by in-house counsel. The oil & gas industry and Government are the other two most prevalent industries represented by surveyed in-house counsel. Industry Financial Services / Insurance / Bank Government Oil & Gas Industry Utility Information Technology Telecommunications Transportation Crown Corporations Manufacturing Media Real Estate Services Construction Engineering Medical Mining Pharmaceuticals Resources Retail Aerospace Agriculture Automotive Chemicals Consumer Products Food & Beverage Gaming Hospitality Restaurant / Food Service Sports and Entertainment 3% 4% 4% 4% 4% 4% 4% 3% 3% 3% 3% 3% 3% 3% 3% 3% 4% 4% 5% 6% 6% 7% 8% 7% 10% 1 16% 2 24% Nearly half of in-house counsel (48%) work in publicly-quoted companies. This finding is consistent with observations in 2009 and 2010. One quarter (25%) of in-house counsel work for privately-owned companies. When it comes to the size of organizations, in-house counsel are generally split across the three tiers of company size: less than 1,000 employees, between 1,000 and 5,000 employees, and 5,000 employees or more. Nearly four-in-ten (37%) of the respondent base work for smaller companies (under 1,000 employees), while a third (33%) work for organizations with 5,000 employees or more. Nearly three-in-ten (28%) work for mid-sized organizations with between 1,000 and 5,000 employees. The Counsel Network 9

Organization Type and Size 43% 4 4 25% 2 27% 1 1 1 13% 13% 8% 6% 6% Government Crown Corporation Privately-owned Publicly-quoted Not-for-profit 37% 3 30% 28% 3 2 33% 36% 40% < 1,000 employees 1,000 to < 5,000 employees 5,000 employees or more In-house counsel were asked to provide their current title. The range of titles held by in-house counsel is rather expansive, and so several titles were grouped together to simplify analysis. The five grouped titles that will be used throughout the report include the following: Legal Counsel Senior Counsel Assistant/Associate General Counsel Combination of Assistant General Counsel and Associate General Counsel General Counsel at the Director Level Head of Legal at the Director level who reports to the E.V.P, C.O.O., or C.F.O. General Counsel at the Executive Level Chief Legal Officer who reports directly to the C.E.O. 10 The Counsel Network

Respondent Profile Title and Position Gender and Age Legal Counsel 3 33% Mean Age: 42 18% 33% 5 5 50% 47% 4 4 Senior Counsel 15% General Counsel 13% 16% Vice President Legal 1 6% Male Female Director of Legal/Legal Manager 1 7% 3% 44% 4 4 Associate General Counsel 3% 3% Some categories combined into Assistant General Counsel Executive Vice President Legal Corporate Secretary 4% 4% 4% 5 Grouped Categories with base size General Counsel at Executive Level+ :2009 n=170; 2010 n=185; 2012 n=124 General Counsel at Director Level*: 2009 n=145; 2010 n=261; 2012 n=138 Assistant / Associate General Counsel: 2009 n=79; 2010 n=74; 2012 n=39 Senior Counsel: 2009 n=218; 2010 n=224; 2012 n=136 Legal Counsel: 2009 n=359; 2010 n=347; 2012 n=242 2 18% 1 24% 28% 28% 1 10% 10% 8% 25-34 35-44 45-54 55+ Other 1 Consistent with the 2009 and 2010 Compensation & Career Surveys, the average age of surveyed in-house counsel is 42. The highest proportion (44%) fall within the 35-44 age bracket. The average age is lowest for Legal Counsel (37) and highest for General Counsel at the Executive Level (45). The average age is similar by gender, with the average age being 42 for men and 41 for women. The Counsel Network 11

In-House Counsel at Work As one might expect, the size of the legal department is a function of the size of the organization as well as the industry. Telecommunications, financial and insurance companies, and utilities have the largest legal departments on the basis of number of lawyers. The average number of in-house counsel that work in a department currently sits at five. 45% Median: 2009: 8.3; 2010: 6.9; 2012: 4.9 4 33% 24% 2 2 18% 16% 15% 1 17% 1 to 2 3 to 4 5 to 10 11+ To get an understanding of the direction where the industry is heading, in-house counsel were asked to indicate whether the number of lawyers in their organization s legal department has increased, stayed the same, or decreased over the past two years. Half (50%) indicate the number of lawyers has increased over this period, while four-in-ten (40%) feel that it has not changed. Only 7% indicate the size of their department has decreased over this period. While many indicated there have been changes, results show that the changes reported (whether they were increases or decreases) primarily involved between one and three lawyers. 12 The Counsel Network

In-House Counsel at Work Changes in Size of Legal Department Number of lawyers in organization s legal department 64% 48% 5 40% 40% 46% 43% 4 45% Increased 50% 23% Stayed the same 40% 7% 7% 5% 5% Legal Counsel Senior Counsel Assistant/ GC Director Level GC Exec Level Associate GC Decreased 7% 58% 58% 4 4 44% 45% 44% 35% 37% 3 On average, in-house counsel have about three reports. Four-in-ten (3) are in a position where they have no direct reports. 10% 4% 5% 6% When split out by primary role, it becomes evident that the average number of direct reports increases for higher-tier positions. Gov't Crown Corporation Not-for-profit Privately-owned Publicly-quoted Increased Stayed the same Decreased Reporting Structure Number of reports 3 35% 36% 18% 2 24% 25% 25% 16% 17% 0 1 2 to 4 5+ Mean # of reports (incl. 0) 3.1 3.6 3.6 5.4 6.0 4.6 4.5 4.5 4.5 0.4 0.9 0.7 1.6 1.4 1.7 Legal Counsel Senior Counsel Assistant/ Associate GC GC Director Level GC Exec Level The Counsel Network 13

Past Employment and Tenure On average, in-house counsel have worked for 3.2 different organizations since being called to the bar. This is very consistent with the average numbers observed in 2009 (3.2) and in 2010 (3.1). The average number of employers one has worked for is consistent by primary role, with the exception of Legal Counsel and General Counsel at the Executive Level. While likely a function of experience and tenure, Legal Counsel are below-average when it comes to number of employers worked for and General Counsel at the Executive Level are above-average in this regard. Number of Employers Number of employers worked for Mean # of employers worked for 1 2 3 4 5+ 6% 7% 6% 16% 18% 17% 17% 14% 15% 3 3 3 2 30% 2 2.8 2.8 2.7 Legal Counsel Senior Counsel Assistant/ Associate GC GC Director Level Consistent with the last wave, 86% of in-house counsel have worked in private practice before going in-house. Also similar to 2010, the length of time worked in private practice is approximately 5.8 years on average. GC Exec Level Experience in private practice varies by role, with Legal Counsel having worked the fewest number of years on average (4.9). In contrast, those with an Executive Level General Counsel position have the most experience (7 years on average). The industries with the most tenured in private practice appear to be construction (7.1 years), resources/mining/forestry (6.9 years), manufacturing/automotive/aerospace (6.6 years) and transportation (6.6 years). Tenure in Private Practice 3.3 3.2 3.4 3.3 3.3 3.3 3.0 3.0 3.1 3.9 3.6 3.5 Years spent working in private practice Mean # years spent working in private practice 0 1-2 1 14% 15% 2 4.9 4.7 4.4 5.7 5.9 5.7 5.2 5.6 5.9 6.9 6.6 6.1 7.0 6.8 7.5 23% 3 3-5 3 3 35% >5 34% 3 Legal Counsel Senior Counsel Assistant/Associate GC GC Director Level GC Exec Level 14 The Counsel Network

In-House Counsel at Work In 2010, in-house counsel in Government organizations had a significantly longer tenure in-house and with their current employer, compared to all other industries. In the 2012 survey, the tenure of Government in-house counsel is more in line with the experience levels observed by those in other organizations. Again, the experience level of General Counsel at the Executive Level is in stark contrast with that observed among Legal Counsel (12 years vs 5 years, respectively). Tenure as In-House Counsel Years spent working as in-house counsel Mean # years spent working as in-house counsel 1-2 15% 1 8.9 11.1 10.2 11.9 11.8 10.4 12.1 11.6 11.1 12.2 12.4 11.9 17% 2 5.1 5.1 5.6 3-5 24% 2 26% Legal Counsel Senior Counsel Assistant/ Associate GC 12.1 12.5 GC Director Level GC Exec Level 6-10 27% 10.1 8.7 8.6 9.2 9.6 8.6 9.3 8.4 9.3 9.1 8.8 9.1 8.9 27% 3 >10 33% 33% Gov't Crown Corporation Not-for-profit Privately-owned Publicly-quoted Over half (5) of in-house counsel have spent less than five years with their current employer. Tenure is longest among in-house counsel representing Government (avg. 7.5 years) and not-for-profit (avg. 7.7 years) organizations. In contrast, the tenure among those working for privately-owned and publicly-quoted companies is notably shorter (avg. 5.5 years each). Tenure with Current Employer Years spent working with current employer Average years with current employer <5 5 4 48% 4.0 4.1 4.2 5.7 7.9 8.3 8.4 8.9 8.1 8.1 8.7 8.7 7.6 7.8 7.3 26% 5-9 10-14 1 1 27% 27% Legal Counsel 10.4 10.3 Senior Counsel Assistant/Associate GC GC Director Level GC Exec Level 7.5 7.0 7.0 7.4 7.7 5.6 6.3 5.5 6.5 6.1 5.5 6.4 6.2 1 10% 15+ 1 Gov't Crown Corporation Not-for-profit Privately-owned Publicly-quoted 1 The Counsel Network 15

Job Content On average, in-house counsel spend about sixty percent (5) of their time doing purely legal work. However, this varies by role. Legal Counsel and Senior Counsel spend the largest majority of time doing legal work but as seniority increases, the proportion of legal work generally decreases. In-house counsel in Government organizations tend to spend the most time doing purely legal work, whereas counsel in not-forprofit organizations spend the least amount of time. Counsel in large organizations (with greater than 5,000 employees) spend more of their time doing legal work than those in smaller organizations who may have a wider range of responsibilities. Proportion of Legal Work 7% Proportion of purely legal work 5 50% 57% 53% 56% 56% 4 5 <25% 6% 8% 30% 30% 27% 28% 2 15% 25% to <50% 16% 1 18% Legal Counsel 54% 53% 56% Senior Counsel Assistant/ Associate GC 43% 37% 3 40% 33% 27% GC Director Level GC Exec Level 35% 38% 40% 44% 38% 44% 3 50% to <75% 35% 34% 4 Gov't Crown Corporation Not-for-profit Privately-owned Publicly-quoted 5 53% 47% 4 33% 34% 34% 37% 3 75% + 3 43% <1000 employees 1000-<5000 employees 5000+ employees When it comes to managerial work, it is not surprising that those with higher seniority positions such as General Counsel at Executive and Director Levels, spend a larger portion of their time on managerial tasks compared to Legal and Senior Counsel. In-house counsel working for not-for-profit and Crown Corporations spend a much higher proportion of their time on managerial work when compared to those working for Government, privately-owned and publicly-quoted organizations. Proportion of Managerial Work <25% 25% to <50% 50% to <75% 75% + 5% 7% 1 1 2 3 30% 16 The Counsel Network 5 57% 6 Proportion of work that is managerial 14% 24% 18% 1 13% 14% 10% 10% 8% 7% 7% 4% 4% 5% 4% Legal Counsel Senior Counsel Assistant/ GC Director Level GC Exec Level Associate GC 3 33% 30% 17% 13% 14% 16% 8% 13% 10% 10% 1 6% Gov't Crown Corporation Not-for-profit Privately-owned Publicly-quoted

Work Hours A large majority (96%) of in-house counsel work full-time. A higher incidence of part-time employees is observed in privately-owned companies, among female counsel, and those over the age of 55. Full Time/Part Time Work Full time Part time - 4 days Part time - 3 days Other 96% 96% 94% By age 9 97% 98% 97% 97% 96% 95% 96% 93% 9 94% 9 Consistent with the last wave, in-house counsel work 48.2 hours per week on average. This amount ranges from 44.6 hours among Legal Counsel to 52 hours among General Counsel who report to the CEO. Among the metropolitan cities, counsel in Montreal (50.5 hours), Toronto (49.6 hours) and Ottawa (49.2 hours) work the longest hours, compared to Vancouver (47.3 hours) and Calgary (47.9 hours). 25-34 35-44 45-54 55 + Hours of Work per Week <40 40-44 45-49 50-54 55-59 60+ 6% 1 14% 13% 14% 13% 1 2 24% 24% 26% 44.6 50.8 48.1 47.3 48.0 48.0 48.9 50.7 50.0 49.5 45.6 44.5 2 Legal Counsel Senior Counsel 46.4 44.6 44.1 Gov't 45.9 46.5 46.1 Crown Corporation Assistant/ Associate GC 49.1 47.8 47.8 Privatelyowned GC Director Level 50.0 49.5 49.0 Publiclyquoted 52.0 51.6 51.6 GC Exec Level 45.7 45.2 44.3 Not-for-profit Over half (56%) of in-house counsel indicate the number of hours they work per week has remained consistent over the past two years. While this represents a small majority of inhouse counsel perceptions, three-in-ten (2) report that the number of hours worked has increased and one-in-ten (1) report that the number of hours has decreased. Negating the status quo response, the net change based on perceptions of in-house counsel is a general increase in hours worked over the past two years. Perceived changes in work hours over the past two years varies by role, as those with the more senior positions of Senior Counsel, Assistant/ Associate General Counsel, and General Counsel at the Director Level are more likely than Legal Counsel to report an increase in work hours. The latter are far more likely to report the opposite. Perceptions of the change in work hours is consistent by organization type. The Counsel Network 17

Change in Hours of Work per Week Change in weekly hours of work over the past 2 years Hours increased over last 2 years 2 56% 6 48% Increased 33% 3 28% 33% 35% 3 4 44% 45% 2 2 14% 1 1 13% 15% 56% <40 hrs 40-44 hrs 45-49 hrs 50-54 hrs 55-59 hrs 60+ hrs Stayed the same 1 57% 5 34% 2 25% 26% 28% 26% 30% 26% 2 27% 38% 3 3 33% 30% Decreased 1 Gov't Crown Corporation Not-for-profit Privately-owned Publicly-quoted Results also appear to be very consistent across the country. The only notable difference in perceptions is observed among in-house counsel in Quebec (37%) and the East (3), who are far more likely than their BC counterparts (2) to report an increase in the hours worked each week. 2 30% 25% 30% 30% 26% 28% 25% 33% 2 37% 30% 37% 35% 28% 3 28% 28% 57% 57% 54% 55% 58% 54% 64% 70% 64% 56% 53% 6 5 5 64% 58% 63% 54% 17% 1 2 10% 1 1 3% 4% 3% 1 10% 8% 1 10% 8% 3% 10% 15% BC AB MB/SK ON QC Atlantic Increased Stayed the same Decreased 18 The Counsel Network

Comparability and Change in Compensation Perceptions are rather mixed when it comes to the notion that the overall compensation package is comparable to that of other in-house counsel in similar roles within their organization. Nearly half (46%) agree with this statement, 15% have a neutral position, and a quarter (24%) do not know if their compensation package is comparable. A shift has been observed since 2010, when only 28% agreed to this statement. While in-house counsel trail the RED national average of 57%, the shift appears to suggest that in-house counsel generally feel there is more equity in their organization. The Counsel Network 19

Comparability of Compensation within Organization DK Strongly Disagree Tent To Disagree Neither Nor Tend To Agree Strongly Agree 2012 24% 4% 1 15% 3 14% 2010 2 10% 23% 17% 25% 3% 2009 2 7% 2 17% 2 3% Red Data 2011 6% 7% 1 1 36% 2 By Region - Strongly/Somewhat agree 5 55% 5 45% 40% 4 1 2 35% 24% 23% 27% 33% 33% 30% 35% 30% 26% BC AB MB/SK ON QC Atlantic The tendency to agree with this statement varies by organization size. Those who are employed by organizations with over 1,000 employees (50%) are more likely than those in smaller firms (40%) to agree that their compensation package is comparable to others in similar roles within their organization. The proportion of those agreeing with this statement has increased across the country, with the largest upward shifts observed in British Columbia and in Quebec. Further expanding on this notion, in-house counsel were asked if they felt their overall compensation package is comparable to that of other in-house counsel in similar roles in other similar organizations. Fewer agree (26%) that their compensation packages are comparable outside of their immediate organizations than in the previous case (where 46% agree with statement of comparability within their organization). 20 The Counsel Network

Comparability of Compensation to External Organizations Comparability And Change In Compensation DK Strongly Disagree Tent To Disagree Neither Nor Tend To Agree Strongly Agree 2012 25% 1 23% 14% 2 4% Red Data 2011 7% 1 16% 3 14% 4 By Region - Strongly/Somewhat agree 28% 27% 24% 23% 1 BC AB MB/SK ON QC Atlantic At the sub-group level, men are more likely than women to agree that their overall compensation package is comparable to those in other similar roles in other organizations (3 vs respectively). The sources for information about in-house counsel compensation and the averages and trends in the industry are limited to mostly wordof-mouth from peers. This may, to some degree, help explain why there appears to be a disconnect or a lack of understanding when it comes to perceptions of one s compensation package comparability. Other less prevalent sources used to obtain information about their compensation includes recruitment firms and newsletters (24%), human resources teams and advisors (23%), and other reports (2). Sources of Info About Industry Compensation 73% Your peer network 7 NA Recruitment firms/newsletters 2 24% NA Your Human Resources team/advisors 23% 24% NA 2 Other reports 2 NA Have never sought compensation information NA 1 15% The Counsel Network 21

Base Salary Increase Opportunities to formally negotiate a salary increase are rare for many in-house counsel. Over four-in-ten (4) report that they never have opportunities to discuss a salary increase. However, a third (3) indicate there is a formal discussion about compensation every year and for, every two years. Nearly one-in-ten (7%) report that they have the flexibility to negotiate an increase anytime. In the past year, 35% of in-house counsel experienced a salary increase of less than 3% and another 14% experienced no increase whatsoever. Over four-in-ten experienced a more substantial increase, 2 of whom experienced an increase between 3% and 5%, 13% of in-house counsel experienced an increase in the 5 to 10% range, and one-in-ten () experienced an increase of 10% or more. While only one-in-ten experienced relatively large increases of 10% or more, those working in a Senior Counsel capacity are the least likely to benefit from these larger salary increases. By organization type, Crown Corporations (24%) are far more likely to have a freeze on salary, as they are substantially more likely than privately-owned (14%), publicly-quoted (13%) and not-for-profit () organizations to have no salary increases over the past year. Men are also twice as likely as women to be the beneficiaries of a 10% or higher salary increase over the past year (1 vs 6% respectively). Base Salary Increase in Past Year 38% 35% 28% 25% 23% 2 2 18% 16% 14% 13% 1 8% 7% 0% <0% (decrease) 0 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more 22 The Counsel Network

Change in Benefits over Past 12 Months Comparability And Change In Compensation In-house counsel were asked how their benefits packages have changed over the past 12 months. While increases in out-of-pocket costs for benefits were experienced by four-in-ten in-house counsel in 2010, the proportion reporting increases in 2012 are notably lower. One-in-three (33%) indicate an increase in these costs while 16% report a decrease in benefits coverage. When observed by organization type, in-house counsel from Government organizations report a higher incidence of these two adverse benefit scenarios, while other organization types are in line with the overall average. One exception however, is observed with Crown Corporations, who have the lowest incidence of these two measures. Those in large companies (5,000+ employees) are more likely than those in smaller organizations (<1,000 employees) to experience an increase in out-of-pocket costs for benefits within the past 12 months (3 vs 30%, respectively). Benefits Change Over Past 12 Months Experienced in past 12 months (% Yes) TOTAL Gov t Crown Corporation Not-for-Profit Privately-owned Publicly-quoted Increase in out-of-pocket costs for benefits 33% 40% N/A 40% 45% N/A 26% 2 N/A 28% 3 N/A 3 4 N/A 34% 43% N/A Decrease in benefits coverage 16% 2 N/A 2 24% N/A 7% 1 N/A 15% 1 N/A 15% 2 N/A 1 26% N/A The Counsel Network 23

In-Depth Look at Provinces The following section provides further detail on compensation by provinces. There are large regional differences in corporate counsel compensation and as such each piece of this section details the key compensation statistics of that/those province(s). There are several things to note when benchmarking salaries to the results in this section: There may not be an exact match between the positions presented here and one s current job title. However, the profile statistics of each position can determine whether a reasonable comparison can be made. Due to some limitations of sample size, not all cross tabulations of province and industry are provided. However, the remainder of the report explores further compensation statistics at the national level. Overall, these statistics are not intended to be viewed as absolute but rather in conjunction with the rest of the variables presented in this report. National Average Base Salary Alberta 6% 6% Ontario 5% 5% -15% - - Quebec -1-10% -7% British Columbia - -1-6% Central Canada -23% -23% -2 Atlantic Canada 2012 - $155K 2010 - $150.5K 2009 - $146K 24 The Counsel Network

In-Depth Look at Provinces Focus on Atlantic Canada The average base salary for in-house counsel in Atlantic Canada is $119,500, the lowest of all six regions. This average salary represents a value that is 23% below the national average. Distribution of Base Salary in Atlantic Canada <$100K $100K to <$120K $120K to <$140K $140K to <$160K $160K to <$180K $180K to <$200K $200K + 0% 0% 3% 6% 5% 3% 5% 8% 10% 10% 10% 13% 16% 15% 13% 15% 18% 3 38% 4 Mean 2012: $119,500 2010: $116,500 2009: $113,500 Base salaries range from $105,500 for Legal Counsel to $133,500 for General Counsel at the Director and Executive Levels. Compensation Package by Position Atlantic Counsel (Legal + Senior Counsel) General Counsel* 2012 2010 2012 2010 Average Base Salary ($) $105,500 $106,500 $133,500 $130,500 Target Bonus/Incentive 8% 1 1 27% Max. Target Amount 10% 16% 25% 4 Actual Bonus/Incentive 7% 1 2 28% * Includes all EVP Legal, VP Legal, General Counsel and Director of Legal who report to all but the CEO. Compared to the rest of Canada, a substantially higher proportion of in-house counsel in Atlantic Canada received a salary increase of at least 10% of their base salary. The Counsel Network 25

Base Salary Increase in Atlantic Provinces vs Canada 48% 35% 14% 16% 2 10% 13% 1 3% 0% Decrease 0% 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more Atlantic Canada 48% 18% 13% 23% 26% 16% 28% 23% 10% 10% 18% 1 23% 18% 3% 0% 0% Decrease 0% 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more 26 The Counsel Network

In-Depth Look at Provinces Benefits Included in Package Atlantic Included in benefits package % Yes The reported incidence of out-of-pocket costs for benefits dropped substantially since the last Compensation & Career Survey (from 44% to 35%). While there has been no change in the incidence of a reported decrease in benefits coverage since 2010, the incidence is far more prevalent in Atlantic Canada compared to the national average (26% Atlantic vs 16% national average). Although salaries are lower in Atlantic Canada, in-house counsel satisfaction with their base salary is among the highest in the country. The significant salary increases registered in the past year may have contributed to this positive satisfaction score. Total Atlantic Canada Insurance and Retirement Benefits Dental Coverage 96% 95% 97% 100% 98% 97% Extended Medical Coverage 94% 94% N/A 90% 93% N/A Disability/Life insurance 94% 93% 94% 100% 93% 90% Pension/Retirement Plan 8 83% 8 84% 90% 95% Provincial Health Care Coverage 8 83% N/A 90% 85% N/A Employee Assistance Program 7 75% 85% 84% 85% 95% Additional Health Spending Account 5 56% N/A 48% 48% N/A Medical/Dental Coverage Beyond Retirement 23% 33% 3 1 38% 33% Fringe Benefits Educational Credits/Tuition Reimbursement 4 50% N/A 5 48% N/A Employee Referral Program 3 33% N/A 1 15% N/A Parking Allowance 34% 3 N/A 1 30% N/A Moving Expenses 2 N/A 23% 25% N/A Executive Health Plan 1 1 25% 13% 13% 33% Car Allowance 18% 2 23% 13% Subsidized Meals 10% N/A 6% 8% N/A Subsidized Childcare N/A 0% N/A N/A Paid Time Off Personal Time Off Days 4 48% N/A 2 50% N/A Flex Days 4 3 38% 3 50% 46% Top Up For Maternity Leave 34% 3 37% 3 40% 33% Extended Parental Leave 25% 37% 16% 28% 36% Sabbaticals 8% 10% 14% 6% 15% 10% Change in Benefits and Satisfaction with Compensation Experienced in past 12 months (% Yes) Canada Atlantic Canada Increased In Out-of-pocket Costs For Benefits 33% 40% N/A 3 44% N/A Decrease In Benefits Coverage 16% 2 N/A 26% 27% N/A % Very/Somewhat Satisfied Canada Atlantic Canada Benefits Package 76% 76% 76% 7 73% 5 Incentive Program 65% 63% 63% 6 64% 7 Base Salary 58% 57% 57% 65% 68% 5 The Counsel Network 27

Focus on Quebec The average base salary for in-house counsel in Quebec is $153,000, nearly on par with the Canadian average of $155,000. Distribution of Base Salary in Quebec <$100K $100K to <$120K $120K to <$140K $140K to <$160K $160K to <$180K $180K to <$200K $200K + 4% 3% 6% 1 15% 13% 14% 10% 1 10% 16% 8% 15% 1 1 2 27% 28% Mean 2012: $153,000 2010: $136,500 2009: $125,000 Base salaries range from $129,000 for Legal Counsel to $155,000 for General Counsel at the Director and Executive Levels. Compensation Package by Position Quebec Average Base Salary ($) Counsel (Legal + Senior Counsel) General Counsel* 2012 2010 2012 2010 $129,000 $112,000 $155,000 $162,000 Base salary increases in Quebec were small in the last fiscal year, with six-in-ten (5) of in-house counsel experiencing a less than 5% salary increase. Target Bonus/Incentive 17% 17% 24% 23% Max. Target Amount 23% 23% 27% 38% Actual Bonus/Incentive 14% 15% 2 26% * Includes all EVP Legal, VP Legal, General Counsel and Director of Legal. 28 The Counsel Network

In-Depth Look at Provinces Base Salary Increase in Quebec vs Canada 34% 35% 1 25% 2 14% 10% 13% 10% 0% Decrease 0% 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more Quebec Canada 34% 43% 38% 1 2 24% 25% 1 2 10% 10% 1 10% 6% 6% 0% NA Decrease 0% 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more Although Quebec in-house counsel are more likely to report an increase in out-of-pocket costs for benefits and a decrease in coverage, satisfaction levels for their incentive program and base salary are much higher than the national averages. The Counsel Network 29

Benefits Included in Package Quebec Total QC Included in benefits package % Yes Insurance and Retirement Benefits Dental Coverage 96% 95% 97% 90% 9 97% Extended Medical Coverage 94% 94% N/A 95% 96% N/A Disability/Life insurance 94% 93% 94% 97% 94% 94% Pension/Retirement Plan 8 83% 8 83% 8 85% Provincial Health Care Coverage 8 83% N/A 90% 84% N/A Employee Assistance Program 7 75% 85% 75% 77% 80% Additional Health Spending Account 5 56% N/A 46% 5 N/A Medical/Dental Coverage Beyond Retirement 23% 33% 3 3 38% 37% Fringe Benefits Educational Credits/Tuition Reimbursement 4 50% N/A 47% 47% N/A Employee Referral Program 3 33% N/A 37% 33% N/A Parking Allowance 34% 3 N/A 3 26% N/A Moving Expenses 2 N/A 17% 16% N/A Executive Health Plan 1 1 25% 44% 37% 34% Car Allowance 18% 2 3 28% 23% Subsidized Meals 10% N/A 14% 15% N/A Subsidized Childcare N/A 3% 6% N/A Paid Time Off Personal Time Off Days 4 48% N/A 3 50% N/A Flex Days 4 3 38% 47% 44% 33% Top Up For Maternity Leave 34% 3 37% 37% 36% 40% Extended Parental Leave 25% 37% 3 3 44% Sabbaticals 8% 10% 14% 10% 15% 2 Change in Benefits and Satisfaction with Compensation Experienced in past 12 months (% Yes) Canada Quebec Increase In Out-of-Pocket Costs For Benefits 33% 40% N/A 47% 4 N/A Decrease In Benefits Coverage 16% 2 N/A 24% 26% N/A % Very/Somewhat Satisfied Canada Quebec Benefits Package 76% 76% 76% 76% 78% 74% Incentive Program 65% 63% 63% 76% 64% 63% Base Salary 58% 57% 57% 63% 53% 4 30 The Counsel Network

In-Depth Look at Provinces Focus on Ontario The average base salary for in-house counsel in Ontario is $162,500, which is higher than the national average of $155,000. Distribution of Base Salary in Ontario <$100K $100K to <$120K $120K to <$140K $140K to <$160K $160K to <$180K $180K to <$200K $200K + 7% 8% 8% 8% 10% 1 1 1 1 1 14% 14% 16% 17% 16% 15% 1 1 1 1 Mean Overall 2012: $162,500 2010: $158,000 2009: $156,500 Mean Toronto 2012: $165,500 2010: $163,500 2009: $165,000 Mean GTA 2012: $163,000 2010: $162,500 2009: $164,000 Mean Ottawa 2012: $155,000 2010: $135,000 2009: $135,000 Compensation Package by Position Ontario Base salaries range from $114,000 for Legal Counsel to $191,500 for General Counsel at the Executive Level. Legal Counsel Senior Counsel General Counsel at Director Level * General Counsel at Executive Level ** 2012 2010 2012 2010 2012 2010 2012 2010 Average Base Salary ($) $114,000 $114,000 $148,500 $147,000 $154,500 $170,500 $ 191,500 $221,500 Target Bonus/Incentive 10% 17% 16% 2 25% 2 3 43% Max. Target Amount 10% 2 17% 3 28% 46% 34% 60% Actual Bonus/Incentive 8% 15% 15% 2 24% 2 35% * Includes EVP Legal, VP Legal, General Counsel and Director of Legal who report to all but the CEO. ** Includes EVP Legal, VP Legal, General Counsel and Director of Legal who report to the CEO. Overall, base salary increases in the past year were lower in Ontario compared to the national average. Nearly half (45%) experienced a low increase of less than 3% of their base salary while nearly one-in-five (17%) experienced either a salary freeze or a decrease in salary. One-in-three (33%) Ontarian in-house counsel enjoyed a salary increase of 3% or more. For the most part, changes in salary among Ontarian in-house counsel remained fairly consistent with changes experienced back in 2010. The Counsel Network 31

Base Salary Increase in Ontario vs Canada 45% Ontario Canada 35% 2 15% 14% 17% 13% 7% Decrease 0% 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more 45% 4 33% 25% 28% 2 15% 17% 16% 1 8% 3% 7% 6% 6% NA Decrease 0% 0. to less than 3% 3% to less than 5% 5% to less than 10% 10% or more Benefits Included in Package Ontario Included in benefits package % Yes Total ON Insurance and Retirement Benefits Dental Coverage 96% 95% 97% 97% 96% 97% Extended Medical Coverage 94% 94% N/A 94% 93% N/A Disability/Life insurance 94% 93% 94% 93% 9 93% Pension/Retirement Plan 8 83% 8 83% 8 80% Provincial Health Care Coverage 8 83% N/A 77% 8 N/A Employee Assistance Program 7 75% 85% 73% 73% 87% Additional Health Spending Account 5 56% N/A 4 4 N/A Medical/Dental Coverage Beyond Retirement 23% 33% 3 26% 34% 33% Fringe Benefits Educational Credits/Tuition Reimbursement 4 50% N/A 47% 50% N/A Employee Referral Program 3 33% N/A 38% 3 N/A Parking Allowance 34% 3 N/A 2 2 N/A Moving Expenses 2 N/A 15% 14% N/A Executive Health Plan 1 1 25% 18% 18% 23% Car Allowance 18% 2 2 2 2 Subsidized Meals 10% N/A 1 1 N/A Subsidized Childcare N/A N/A Paid Time Off Personal Time Off Days 4 48% N/A 5 5 N/A Flex Days 4 3 38% 3 2 3 Top Up For Maternity Leave 34% 3 37% 3 4 40% Extended Parental Leave 25% 37% 26% 38% Sabbaticals 8% 10% 14% 6% 1 Since 2010, perceptions of the change in benefits has become more favourable among Canadian in-house counsel and they report lower incidence levels of increased out-of-pocket costs for benefits and decreased benefits coverage. These favourable impressions are also shared by in-house counsel in Ontario, who also had a lower incidence of increased out-of-pocket costs for benefits and a decrease in benefits coverage. Despite these apparent improvements to their benefits, satisfaction levels have improved only marginally since 2010. 32 The Counsel Network