UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
October 31, 2008
CENTRAL
FUND OF CANADA LIMITED
(Translation
of registrant's name into English)
Suite
805, 1323 - 15th Avenue S.W., Calgary, Alberta , Canada T3C
0X8
(
Address of principal executive
office)
[Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Form
20-F
o
Form
40-F
þ
[Indicate
by check mark whether the registrant by furnishing the information in this Form
is also hereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the
Securities
Exchange Act of 1934.
YES
o
NO
þ
[If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A]
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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CENTRAL
FUND OF CANADA LIMITED
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(Registrant)
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Date
January 12,
2009
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By:
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/s/ J.C. STEFAN SPICER
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(Signature)*
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*Print
the name and title under the signature of the signing
officer
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J.C.
Stefan Spicer, President &
CEO
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EXHIBIT
INDEX
CENTRAL
FUND OF CANADA LIMITED
Exhibits
to Form 6-K for Annual Notice of Meeting & Form of Proxy filing
January
13, 2009
Form
6-K
Exhibit 99.1:
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Notice
of Meeting and Information Circular
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Exhibit 99.2
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Form
of Proxy
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Exhibit
99.1
CENTRAL
FUND OF CANADA LIMITED
NOTICE
OF ANNUAL MEETING OF THE HOLDERS OF COMMON SHARES
NOTICE IS HEREBY GIVEN
that
the Annual Meeting of the holders of Common shares of Central Fund of Canada
Limited (hereinafter called the “Corporation”) will be held at the offices of
Parlee McLaws LLP, 3400 Petro-Canada Centre, 150 - 6
th
Avenue
S.W., Calgary, Alberta on Monday, the 23
rd
day of
February, 2009 at the hour of 10:30 a.m. (Mountain Standard Time) for the
following purposes:
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(a)
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To
receive the financial statements of the Corporation for the year ended
October 31, 2008 together with the Auditors’ report
thereon;
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(b)
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To
elect eight Directors;
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(c)
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To
re-appoint Ernst & Young LLP as Auditors and to authorize the Board of
Directors to fix their
remuneration;
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(d)
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To
transact such other related business as may be properly brought before the
Meeting or any adjournment or adjournments
thereof.
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Although
all holders of record of Class A non-voting shares and of Common shares are
entitled to notice of the Meeting, only holders of Common shares are entitled to
vote thereat. Any holder of Common shares who is unable to be present
at the Meeting is requested to complete, date and sign the enclosed green form
of proxy and to return it in the self-addressed envelope provided for the
purpose.
DATED
this 9
th
day of
January, 2009
BY ORDER
OF THE BOARD
“John S.
Elder”
JOHN S.
ELDER, Q.C.
Secretary
CENTRAL
FUND OF CANADA LIMITED
INFORMATION
CIRCULAR
as
of January 9, 2009
The information contained in this
Information Circular (hereinafter called the “Circular”) is
furnished in connection with the
solicitation of proxies on behalf of the senior executive officers in their
capacity as management of Central Fund of Canada Limited (hereinafter called the
“Corporation”) for use at the annual meeting of the holders of Common shares of
the Corporation to be held at the offices of Parlee McLaws LLP, 3400
Petro-Canada Centre, 150 – 6
th
Avenue S.W., Calgary, Alberta, on
Monday the 23rd day of February, 2009, at the hour of 10:30 a.m. (Mountain
Standard Time) and at any adjournment or adjournments thereof (hereinafter
collectively called the “Meeting”). The Meeting has been called for
the purposes set forth in the accompanying notice of the
Meeting.
SOLICITATION
OF PROXIES
Solicitation
of proxies will be primarily by mail but proxies may also be solicited
personally or by telephone by officers or Directors of the Corporation at
nominal cost. The cost of solicitation will be borne by the
Corporation.
Proxies,
to be used at the Meeting must be deposited with the Corporation or with CIBC
Mellon Trust Company at Calgary, Montreal, Toronto or Vancouver or
Mellon Investor Services LLC at New York no later than 48 hours
(excluding Saturday and Sunday) preceding the Meeting or any adjournment or
adjournments thereof.
VOTING
SHARES AND PRINCIPAL HOLDERS THEREOF
As at the
date hereof, the Corporation has outstanding forty thousand (40,000) Common
shares without nominal or par value, each carrying the right to one vote per
share at the Meeting and 152,467,713 Class A shares, the holders of which are
entitled to notice of, but not to vote at, the Meeting.
Holders
of Common shares of record on January 12, 2009 are entitled to vote at the
Meeting. Only Common shares entitle the holders thereof or their
proxyholders to vote at the Meeting.
The names
of the only persons who, to the knowledge of the Directors or officers of the
Corporation, beneficially own, directly or indirectly, or exercise control or
direction over Common shares carrying more than ten percent (10%) of the voting
rights attached to all Common shares of the Corporation as at January 9, 2009
are the family of Philip M. Spicer and the number of such shares, and of Class A
shares, beneficially owned, directly or indirectly, or over which control or
direction is exercised by the family and the percentage of outstanding shares of
each class of the Corporation represented by the number of such shares so owned,
controlled or directed are as follows:
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%
of
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%
of
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Number
of
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Outstanding
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Number
of
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Outstanding
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Common
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Common
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Shareholder
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Class A shares
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Class A shares
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shares
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shares
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Philip
M. Spicer
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9,800
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7,588
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18.97
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Joanne
Spicer (spouse)
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7,200
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2,000
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5.00
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J.
L. Michele Spicer (daughter)
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12,700
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2,000
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5.00
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J.
C. Stefan Spicer (son)
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12,400
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4,200
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10.50
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Accrete
Corporation Limited (1)
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12,225
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0.001
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%
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2,000
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5.00
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FutureFunds
Inc. (2)
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-
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2,000
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5.00
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The
Central Group Alberta Ltd. (3)
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14,000
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-
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-
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Estate
of H. S. Spicer (4)
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7,000
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-
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-
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TD
Canada Trust Accounts (5)
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18,375
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-
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(1)
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Accrete
Corporation Limited is owned by J. L. Michele
Spicer.
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(2)
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FutureFunds
Inc. is owned by the family of J.C. Stefan
Spicer.
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(3)
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The
Central Group Alberta Ltd. is owned 60% by Philip M. Spicer and 40% by
J.C. Stefan Spicer.
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(4)
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The
beneficiary of the Estate of H.S. Spicer, the father of Philip M. Spicer,
is one of his grandchildren and the Executors are J.C. Stefan Spicer and
Philip M. Spicer.
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(5)
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Beneficiaries
of the TD Canada Trust accounts are the children of Philip M. Spicer and
the Trustees are TD Canada Trust Company and Philip M.
Spicer.
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No
person, to the knowledge of the Directors or officers of the Corporation,
beneficially owns, directly or indirectly, or exercises control or direction
over Class A shares carrying more than ten percent (10%) of the voting rights
attached to all Class A shares of the Corporation.
INFORMATION
ON VOTING
Voting
Matters
At the
meeting, holders of Common shares will vote on the election of Directors and the
re-appointment of Auditors including authorizing the Directors to fix their
remuneration.
Record
Date for Notice of Meeting
The Board
of Directors of the Corporation (the “Board” or the “Board of Directors”) has
fixed January 12, 2009 as the record date (the “Record Date”) for the purpose of
determining shareholders entitled to receive notice of the
Meeting.
Voting
by Proxy
Registered Owners
Registered
holders of Common shares may vote in person at the Meeting or may give another
person authority to vote at the Meeting on their behalf by appointing a
proxyholder. Please complete, sign, date and return the accompanying
proxy form solicited by this Circular in the envelope provided or by facsimile
to CIBC Mellon Trust Company at (416)-368-2502, so that it arrives no later than
4:30 p.m. (Eastern Standard Time) on Thursday, February 19, 2009.
Beneficial Owners
The
Corporation will provide proxy materials to brokers and other custodians,
nominees and fiduciaries and will request that such materials be forwarded to
each beneficial owner of Common shares shown in their records. If
Common shares are listed in your account statement provided by any such
institution, then, in almost all cases, those Common shares will not be
registered in your name on the records of the Corporation. Such
Common shares will likely be registered under the name of your broker or an
agent of that broker. In Canada, the vast majority of such shares are
registered under the name of CDS & Co., the registration name for The
Canadian Depository for Securities Limited, which acts as nominee for many
Canadian brokerage firms. Common shares held by your broker or its
nominees can only be voted upon your instructions. Without specific
instructions, your broker, its agent or its nominee is prohibited from voting
your Common shares.
Therefore,
beneficial holders of Common shares should ensure that instructions respecting
the voting of their Common shares are communicated to the appropriate
party.
Applicable
regulatory policy requires your broker to seek voting instructions from you well
in advance of a shareholder meeting. Every broker has its own mailing
procedures and provides its own return instructions, which you should carefully
follow in order to ensure that your Common shares are voted at the
Meeting. Often, the form of proxy supplied by your broker is similar
to the form of proxy provided to registered holders of Common
shares. However, its purpose is limited to instructing the registered
holders of Common shares how to vote on your behalf. The majority of
brokers now delegate responsibility for obtaining instructions from the client
to Broadridge Investor Communication Solutions
(“Broadridge”). Broadridge mails a voting instruction form in lieu of
the form of proxy provided by the Corporation. The voting instruction
form will name the same persons as the proxy form to represent the holder of
Common shares at the Meeting. A holder of Common shares has the right
to appoint a person (who need not be a shareholder of the Corporation) other
than the persons designated in the voting instruction form, to represent the
holder at the Meeting. To exercise this right, the holder of Common
shares should insert the name of the desired representative in the blank space
provided in the voting instruction form. You are asked to complete
and return the voting instruction form to Broadridge by mail or
facsimile. Broadridge then tabulates the results of all instructions
received and provides appropriate instructions respecting the voting of Common
shares to be represented at the Meeting.
If you receive a voting instruction
form from Broadridge, it cannot be used as a proxy to vote Common shares
directly at the Meeting as the voting instructions form must be returned to
Broadridge well in advance of the Meeting in order to have Common shares voted
or to appoint an alternative representative to attend the Meeting in person to
vote such Common shares.
If
you are a beneficial holder of Common shares and wish to vote in person at the
Meeting, you should insert your own name in the space provided on the voting
instruction form provided to you by your nominee and return the completed form
to Broadridge.
Appointing
a Proxyholder
A
proxyholder is the person you appoint to act on your behalf at the Meeting and
to vote your shares in your name.
You may choose anyone to be your
proxyholder – the person does not have to be a shareholder of the
Corporation. Simply insert the person’s name in the blank space
provided on the proxy form (registered shareholders) or the voting instruction
form (beneficial shareholders). You should be sure that this person
is attending the Meeting and is aware that he or she has been appointed to vote
your shares. If you do not insert a name in the blank space, then the
persons named on the form, being J.C. Stefan Spicer or John S. Elder, each of
whom is a Director and officer of the Corporation, will be appointed to act as
your proxyholder.
Your
appointed proxyholder is authorized to vote and act for you at the Meeting,
including any continuation after an adjournment of the Meeting. On
the form you should indicate how you want your proxyholder to vote your Common
shares. You may vote FOR or WITHHOLD your vote on the proposed
nominees for election as Directors and on the appointment of the auditors
including authorizing the Directors to fix their
remuneration. Alternatively, you can let your proxyholder decide for
you.
All
Common shares represented by properly executed and deposited forms of proxy will
be voted or withheld from voting, on the matters identified in the Notice of
Meeting in accordance with the instructions of such respective
shareholders.
Voting Discretion of
Proxyholder
If you
give directions on how to vote your Common shares, your proxyholder must vote
such shares according to your instructions. If your proxy form or
voting instruction form does not specify how to vote on a particular issue, then
your proxyholder can vote your Common shares as he or she sees
fit. If your proxyholder does not attend the Meeting and vote in
person, your shares will not be voted.
If
you have appointed a person designated by the Corporation as proxyholder as
provided in the enclosed form of proxy and you do not provide any instructions
concerning a matter identified in the Notice of Meeting, the Common shares
represented by such proxy will be voted as follows:
FOR
the election of the persons nominated for election as Directors
and;
FOR
the appointment of Ernst & Young LLP, Chartered Accountants, as Auditors and
the authorization of the Directors to set their remuneration.
The
accompanying form of proxy confers discretionary authority on the persons named
therein with respect to amendments or variations to matters identified in the
notice of the Meeting and with respect to other business which may properly be
brought before the Meeting. At the date of this Circular, the senior
executive officers of the Corporation know of no such amendments, variations or
other business to be brought before the Meeting.
Revoking
your Proxy
A holder
of Common shares of the Corporation may revoke such holder’s proxy before it is
exercised by depositing an instrument in writing executed by such holder or by
his or her attorney authorized in writing, or, if the shareholder is a
corporation, under its corporate seal or by an officer or attorney thereof duly
authorized; (i) at the registered office of the Corporation at 3400 Petro-Canada
Centre, 150 - 6th Avenue, S.W., Calgary, Alberta at any time up to and including
the close of business on the last business day preceding the day of the Meeting
or any adjournment thereof; or (ii) with the Chair of the Meeting on the day of
such Meeting or any adjournment thereof; or (iii) in any other manner permitted
by law.
MATTERS
TO BE CONSIDERED AT THE MEETING
(a)
2008
Financial Statements
The first
item of business at the Meeting will be to receive and consider the financial
statements of the Corporation for the fiscal year ended October 31, 2008
together with the Auditors report thereon, copies of which financial statements
and Auditors report accompany this Circular.
(b)
Election
of Directors
The next item of business to be dealt
with at the Meeting is the election of Directors to hold office until the next
annual meeting or until their successors are duly elected or
appointed. The Board of Directors has fixed the authorized number of
Directors to be elected at the Meeting at eight.
The term
of each person elected as a Director will be until the termination of the next
annual meeting or until his successor is duly elected, unless his office is
earlier vacated in accordance with the by-laws of the Corporation.
The
persons named in the accompanying form of proxy intend to vote to elect as
Directors the eight persons named as nominees below. The senior
executive officers are not presently aware that any such person would be
unwilling or unable to serve as a Director if elected. However, if
this should occur for any reason prior to the Meeting, it is intended that the
persons so named in the form of proxy will have discretionary authority to vote
the proxy for the election of any other person or persons as
Directors.
Background of
Nominees
:
The
ensuing subsections provide information concerning the nominees to the Board of
Directors, their background and qualifications, duration of their involvement
with the Corporation, their shareholdings and their
compensation. Information as to how their performance is evaluated is
set out later under
“Corporate
Governance
-
Corporate
Governance Committee
“.
The
following table sets out certain of such information with respect to each of the
eight nominees as Directors, all of whom are currently serving as Directors of
the Corporation.
Information
Concerning Nominees As Directors
Name
of Director, Office with
Corporation
and
Other
Information
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No.
of Common shares
beneficially
owned directly or
indirectly,
or controlled or directed
by
the Nominees
at
January 1, 2009
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No.
of Class A shares
beneficially
owned directly
or
indirectly, or controlled
or
directed by the Nominees
at
January 1, 2009
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John S. Elder,
Q.C.
Director
and Secretary
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100
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1,400
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Toronto,
Ontario
Age:
72
Director
since 1983
Member
of Corporate Governance Committee
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Mr.
Elder was a partner of Fraser Milner Casgrain LLP (a national law firm in
Canada) and its predecessor firms for 39 years and is now a Counsel to the
firm. Mr. Elder holds degrees in commerce and finance and law
from the University of Toronto. He carries on a wide-ranging
practice in corporate and securities law and is a director and/or officer
of several public and private companies.
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Douglas
E. Heagle
Director
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1900
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7,200
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Burlington,
Ontario
Age:
78
Director
since 1964
Lead
Director
Chairman
of Audit Committee
and
Member of Corporate Governance Committee
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Mr.
Heagle
is a
graduate of the Ivey School of Business. He has been an officer
(currently Chairman) and a director of National System of Baking Ltd.
since 1953 and is Chairman of a division, NSBL International (private
capital investments). Mr. Heagle has been a director of several
Canadian and overseas companies.
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Ian
M. T. McAvity
Director
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400
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4,200
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Toronto,
Ontario
Age:
66
Director
since 1983
Member
of Executive Committee
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Mr.
McAvity has been
involved in the world of finance for over 40 years, as a banker, broker,
and since 1975 as an independent advisor and consultant, specializing in
the technical analysis of international equity, foreign exchange and
precious metals markets. His analysis and views have been
published in “Ian McAvity’s Deliberations on World Markets Newsletter”
continuously since 1972. Mr. McAvity is also a director of
Duncan Park Holdings Corporation.
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Michael
A. Parente
Director
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1700
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360
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Hamilton,
Ontario
Age:
52
Director
since 1992
Member
of Audit Committee
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Mr. Parente
is
a Certified Management Accountant and Certified Financial
Planner in Canada. He has been the Director of Finance for
First Ontario Credit Union since 2004. From February, 1990 to
August, 2002, Mr. Parente was Vice-President Finance of Central
Fund. Previously, for over 15 years prior to his current
position, he was Chief Financial Officer and Compliance Officer for a
mutual fund management
company.
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Robert
R. Sale
Director
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350
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21,000
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Tortola,
British Virgin Islands
Age:
74
Director
since 1983
Chairman
of Corporate Governance Committee and Member of Audit
Committee
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Mr.
Sale
was an
active member of the Canadian financial community throughout his career
until his retirement as President of Walwyn Inc., a member of stock
exchanges and investment industry associations throughout
Canada.
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Dale R. Spackman, Q.
C.
Director
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100
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1,430
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Calgary,
Alberta
Age: 54
Director
since 1990
Member
of Executive Committee
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Mr. Spackman
holds a science degree from the University of Calgary and a law degree
from the University of Alberta. He has been a partner of Parlee
McLaws LLP, an Alberta law firm, since 1986 where his practice
concentrates on aviation, banking and finance and corporate and commercial
law. He serves as a Bencher of the Law Society of Alberta and
has chaired its Audit, Finance and Corporate and Commercial Advisory
Committees. Mr. Spackman is also a director and chairs the
Corporate Governance Committee of the Calgary Minor Soccer
Association.
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Philip
M. Spicer
Director
and Chairman
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(1)
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(1)
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Ancaster,
Ontario
Age:
71
Director
since 1961
Member
of Executive Committee
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Mr.
Philip Spicer is the Chairman of Central Fund of Canada Ltd., which he
founded in 1961. He is also the Chairman and a Trustee of
Central Gold-Trust, a publicly traded gold bullion trust, the Units of
which are listed on the NYSE Alternext U.S. (formerly the American Stock
Exchange) and the Toronto Stock Exchange. He has been a
long-time analyst of markets, monetary systems and gold. His
career has included being a part-owner and director of Canadian stock
brokerage and investment dealer firms, a Registered Investment Counsel and
portfolio manager. In recent years, he has been a private
consultant to financial businesses.
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J.
C. Stefan Spicer
Director
and President
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(1)
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(1)
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Lynden,
Ontario
Age: 43
Director
since 1995
Member
of Executive Committee
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Mr.
Stefan
Spicer
is also a Trustee and the President and Chief Executive Officer of Central
Gold-Trust, a publicly traded gold bullion trust the Units of which are
listed on the NYSE Alternext U.S. and the Toronto Stock
Exchange. He has in excess of 20 years of investment industry
experience.
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Messrs. McAvity
and Sale are also trustees of Central Gold-Trust.
Composition
of Board
The Board
has a policy of ensuring that at least fifty percent of the eight proposed
Directors are “independent” and that at least two additional Directors are
independent of administration or the principal shareholders. This
encourages good alignment of the interests of the Board with the interests of
the Corporation’s shareholders. In this context, the Board considers
a Director to be independent if he or she is independent within the definitions
set forth in Multilateral Instruments
58
-
101 and 52-110 as having no
material relationship with the Corporation which could in the view of the Board
of Directors be reasonably expected to interfere with the exercise of his or her
judgement.
Messrs. Heagle, Parente and Sale are
currently regarded by the Board as being independent in accordance with the
foregoing. Mr. Malcolm Taschereau, who will be retiring as a director
at the Meeting, is also independent. Mr. McAvity is also regarded by
the Board as being independent. Mr. McAvity is not a member of the
administration, although, as referred to under “Interest of Management and
Others in Material Transactions”, the Administrator engages him to provide
general advice in relation to bullion and currency market trends and
developments. Mr. McAvity does not serve on the Audit or Corporate
Governance Committees. Mr. Elder is not a member of administration
but is Counsel to Fraser Milner Casgrain LLP which provides legal services to
the Corporation.
With
respect to the related Directors, Messrs. Philip and Stefan Spicer are involved
as officers serving as the Chairman and President respectively and are
significant shareholders of the Corporation (see “Voting Shares and Principal
Holders Thereof’). Mr. Spackman is the spouse of Ms. Catherine
Spackman, the Treasurer of the Corporation and is a partner of Parlee McLaws LLP
which provides periodic legal services to The Central Group Alberta Ltd. (the
“Administrator”) and to the Corporation (see “Interest of Management and Others
in Material Transactions”). The other five current Directors do not
have interests or relationships with the principal shareholders referred to
above and, as a consequence of such measure of independence and their diverse
backgrounds and experience, such Directors may be regarded as in a position to
reflect the interests of the shareholders of the Corporation other than the
principal shareholders. Each of such five Directors is a shareholder
of Central Fund in his own right.
Board Chair
The Board
Chairman is a duly elected member of the Board of Directors and is appointed as
Chairman by the Board each year for a one-year term, with such appointment being
(except when a vacancy is being filled) at the first meeting of the Board
following the annual meeting of shareholders. As reflected in the
Board Chairman Position Description, the Board Chairman provides leadership to
the Board. He or she sets the “tone” for the Board and the Directors
to foster effective, ethical and responsible decision-making, appropriate
oversight of Senior Officers and the Administrator and strong corporate
governance practices. In addition to individual Director
responsibilities, responsibilities set out in the Board Charter and specific
duties assigned by the Board from time to time, the Board Chairman will
generally: oversee Board direction and administration, ensuring that the Board
works as a cohesive team and building a strong governance culture; provide
guidance and leadership to the Board, the Board Committees and individual
Directors in support of Central Fund’s commitment to corporate responsibility
and its Code of Conduct and Ethics; and foster effective, ethical and
responsible decision-making by the Board, the Board Committees and individual
Directors. In the context of leadership, he or she will; provide
overall leadership to enhance the effectiveness of the Board; provide advice and
counsel to the Chief Executive Officer, Committee Chairs and fellow Directors;
ensure that the responsibilities of the Board, Board Committees and individual
Directors, as set out in the Board Charter, are well understood by them and work
with the Chief Executive Officer and other officers to monitor progress on
forward planning and policy implementation. Among other things, he or
she will, with the President and Chief Executive Officer and the Corporate
Secretary, establish the agenda for and chair most Board meetings; ensure that
Directors are receiving information that is timely, in a useful format and of
high quality; chair, or assign the Vice-Chair to chair, all annual meetings and
special meetings of shareholders; and work with and assist the Chief Executive
Officer, Chief Financial Officer and Corporate Secretary in representing Central
Fund’s interests to its external stakeholders such as shareholders, regulators
and the investment community.
Shareholdings
The Board
of Directors believes that Directors can be seen to more effectively represent
the interests of shareholders if they have a meaningful investment or "at risk"
amount in shares of the Corporation. Accordingly, the Board
established a policy to the effect that by December 31, 2004, each Director own
at least 1,000 shares of the Corporation. All of the Directors in
office meet that policy. The Board has not granted any share options
and does not intend to create any deferred share units for the benefit of its
Directors or officers.
The
following table sets out the number of shares of the Corporation, by class, held
by each director as of January 1, 2008 and January 1, 2009.
Name
of Director
|
|
Number of Shares of the Corporation Beneficially Owned or
over which Control or Direction is Exercised
|
|
|
|
Common
Jan. 1, 2008
|
|
|
Common
Jan. 1, 2009
|
|
|
Class A
Jan. 1, 2008
|
|
|
Class A
Jan. 1, 2009
|
|
John
S. Elder, Q.C.
|
|
|
100
|
|
|
|
100
|
|
|
|
1,400
|
|
|
|
1,400
|
|
Douglas
E. Heagle
|
|
|
1,900
|
|
|
|
1,900
|
|
|
|
7,200
|
|
|
|
7,200
|
|
Ian
M. T. McAvity
|
|
|
400
|
|
|
|
400
|
|
|
|
4,200
|
|
|
|
4,200
|
|
Michael
A. Parente
|
|
|
1,700
|
|
|
|
1,700
|
|
|
|
360
|
|
|
|
360
|
|
Robert
R. Sale
|
|
|
350
|
|
|
|
350
|
|
|
|
21,000
|
|
|
|
21,000
|
|
Dale
R. Spackman, Q.C.
|
|
|
100
|
|
|
|
100
|
|
|
|
1,000
|
|
|
|
1,430
|
|
Philip
M. Spicer
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
J.
C. Stefan Spicer
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Malcolm
A. Taschereau
|
|
|
100
|
|
|
|
100
|
|
|
|
2,500
|
|
|
|
2,500
|
|
Note
(1): Reference is made to Page 3 in the table under "Voting Shares
and Principal Holders Thereof:.
Directors’
Remuneration
The
Directors’ remuneration is intended to provide modest compensation for the risks
and responsibilities undertaken by a Director of the Central Fund.
Each of
the Directors, other than the Chairman and the President who are employees of
the Administrator, The Central Group Alberta Ltd., effective as and from
November 1, 2007 was paid an annual fee of U.S. $10,000 for service as a
Director and a fee of U.S.$1,000 per meeting for all Board and committee
meetings attended in person or by conference telephone. The Committee
Chairmen received a further annual fee of U.S. $2,500 and the Lead Director and
Vice-Chairman of the Corporation received a further annual fee of U.S.
$2,000. Independent Directors who attend at and assist with bullion
audit inspections receive a fee of $1,000 for each
attendance. Effective as and from November 1, 2008, the annual fee to
the Chairman of both the Audit and Corporate Governance Committees and to the
Lead Director were increased by U.S.$1,000.
The
aggregate fees paid by the Corporation to the Directors of the Corporation, who
are not owners of The Central Group Alberta Ltd., for the fiscal year ended
October 31, 2008 was U.S. $130,000. The following table shows the
total amount in U.S. dollars received by each such Director for the year ended
October 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
Vice-Chair
|
|
|
|
|
|
|
Annual
|
|
|
Attendance
|
|
|
Committee
|
|
|
or
Lead
|
|
|
|
|
Name
of Director
|
|
Fee
|
|
|
Fees
|
|
|
Chairman
|
|
|
Director
|
|
|
Total
|
|
John
S. Elder, Q.C.
|
|
$
|
10,000
|
|
|
$
|
5,000
|
|
|
|
|
|
|
|
|
$
|
15,000
|
|
Douglas
E. Heagle
|
|
|
10,000
|
|
|
|
9,000
|
|
|
$
|
2,500
|
|
|
$
|
2,000
|
|
|
|
23,500
|
|
Ian
M. T. McAvity
|
|
|
10,000
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
Michael
A. Parente
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
Robert
R. Sale
|
|
|
10,000
|
|
|
|
9,000
|
|
|
|
2,500
|
|
|
|
|
|
|
|
21,500
|
|
Dale
R. Spackman, Q.C.
|
|
|
10,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
2,000
|
|
|
|
15,000
|
|
Malcolm
A. Taschereau
|
|
|
10,000
|
|
|
|
9,000
|
|
|
|
|
|
|
|
|
|
|
|
19,000
|
|
There are
no officers of the Corporation who receive remuneration from the Corporation for
acting as officers. The Corporation does not have any employees or
pension or retirement benefit plans. The officers and Directors of
the Corporation who are also officers and Directors of the Administrator receive
no remuneration as officers and Directors of the Corporation, other than Mr.
Spackman who receives the standard Director’s fee, a Vice-Chairman’s fee and
fees for serving on the Executive Committee when occasional meetings are
required..
However,
the Administrator, under the Administrative and Consulting Agreement described
under “Interest of Administrator and Others in Material Transactions” generally
oversees day-to-day administration of the Corporation’s
affairs. While it does not separately remunerate its personnel who
also serve as officers and Directors of Central Fund for those services, the
Administrator has advised that the President and Chief Executive Officer and the
Treasurer acting as the Chief Financial Officer of Central Fund received from
the Administrator an estimated U.S. $180,000 and $35,000 respectively for
services that might be regarded as rendered specifically in their capacities as
officers and Directors of Central Fund for the fiscal year of Corporation ended
October 31, 2008.
No
directors' and officers' liability insurance is carried by the Corporation. No
Director or officer of the Corporation or any associate or affiliate of any such
Director or officer is or has been indebted to the Corporation.
Attendance
Record
The following table sets forth the
exemplary attendance of each Director at Board and Committee meetings during the
last fiscal year.
Name of Director
|
|
Board Meetings Attended
|
|
|
Committee Meetings
Attended
|
|
John
S. Elder, Q.C.
|
|
5
of 5
|
|
|
100
|
%
|
|
1
of 1
|
|
|
|
100
|
%
|
Douglas
E. Heagle
|
|
5
of 5
|
|
|
100
|
%
|
|
8
of 8
|
|
|
|
100
|
%
|
Ian.
M. T. McAvity
|
|
5
of 5
|
|
|
100
|
%
|
|
|
—
|
|
|
|
—
|
|
Michael
A. Parente
|
|
5
of 5
|
|
|
100
|
%
|
|
6
of 6
|
|
|
|
100
|
%
|
Robert
R. Sale
|
|
5
of 5
|
|
|
100
|
%
|
|
8
of 8
|
|
|
|
100
|
%
|
Dale
R. Spackman, Q.C.
|
|
4
of 5
|
|
|
80
|
%
|
|
|
—
|
|
|
|
—
|
|
J.
C. Stefan Spicer
|
|
5
of 5
|
|
|
100
|
%
|
|
|
—
|
|
|
|
—
|
|
Philip
M. Spicer
|
|
5
of 5
|
|
|
100
|
%
|
|
|
—
|
|
|
|
—
|
|
Malcolm
A. Taschereau
|
|
5
of 5
|
|
|
100
|
%
|
|
8
of 8
|
|
|
|
100
|
%
|
(c) Re-Appointment
and Remuneration of Auditors
The next
matter to be considered at the Meeting is the appointment and remuneration of
Auditors of the Corporation. It is intended to vote the proxies
solicited at the Meeting to re-appoint as Auditors of the Corporation the firm
of Ernst & Young LLP, and to authorize the Board of Directors to fix their
remuneration. Ernst & Young LLP have been the Auditors of Central
Fund since 1989 and their re-appointment at the meeting has been recommended by
the Audit Committee.
The
aggregate fees in Canadian dollars for professional services charged by Ernst
& Young LLP for the 2008 fiscal year of the Corporation were as
follows:
Audit
and audit related services
|
|
$
|
73,640
|
|
Other
assurance services
|
|
|
21,074
|
|
Non
audit services (prospectus review)
|
|
|
110,917
|
|
Total
|
|
$
|
205,631
|
|
CORPORATE
GOVERNANCE
Overview
Central
Fund’s corporate governance practices are designed to ensure that the business
and affairs of the Corporation are governed effectively. With certain
exceptions as noted below, these practices generally accord
with Multilateral Instrument 58-101; “Disclosure of Corporate
Governance Practices” and Multilateral Policy and Instrument 58-201; “Effective
Corporate Governance” (collectively the “Governance Rules”) and with
Multilateral Instrument 52-110; “Audit Committee” and Companion Policy 52-I10CP
(collectively the “Audit Committee Rules”), all of which are rules of the
Canadian Securities Administrators.
Central
Fund’s corporate governance practices are designed with a view to ensuring that
the affairs of the Corporation are effectively stewarded in the interests of the
shareholders as a whole.
The Board
is the author of its own policies, procedures and practices concerning the
direction and administration of the Corporation. It fulfils these
duties with independence from the senior executive officers of the
Corporation.
Board
Mandate and Code of Ethics
The Board
of Directors is, as set forth in its mandate, responsible for the direction and
supervision of the administration of the affairs of the Corporation pursuant to
its powers and obligations under the Alberta Business Corporations Act, its
articles and by-laws and other statutory and legal requirements generally
applicable to directors of a corporation that is also a reporting
issuer. Prime stewardship responsibility of the Board is to ensure
the viability of the Corporation and its functions as a passive holder of gold
and silver bullion. In carrying out its duties, the Board holds regular meetings
on at least a quarterly basis and additional meetings to deal with particular
matters as appropriate. Supported by three committees of the Board,
the Board stewards the Corporation, including the activities of the
Administrator, develops and oversees corporate strategy and its implementation;
identifies and assesses the principal risks of the affairs of the Corporation;
reviews financial performance and reporting and disclosure, assesses the
internal control and information systems; assesses and selects nominees for
election as Directors; appoints the officers of the Corporation, ensures their
integrity and reviews their performance; deals with succession planning; reviews
and approves actions of the committees; oversees public communications policies
and shareholder relations; and annually reviews the effectiveness of the Board
and committees, including each Director’s contribution. These duties
and responsibilities are consistent with the Governance Rules. An
individual Director is permitted to engage an outside advisor at the expense of
the Corporation in specific circumstances such as where such Director is placed
in a conflict position through activities of the Corporation, but any such
engagement is subject to the prior approval of the Corporate Governance
Committee referred to below. No circumstance for any such
engagement has arisen to date.
The Board
has adopted a code of business ethics which governs the behaviour of its
Directors and officers. Compliance is monitored by the Board and,
should any waiver be granted to a Director or officer, the policy is to disclose
this in the next ensuing quarterly or annual report. The Board has
also adopted a formal mandate that sets out its responsibilities for stewardship
of the Corporation. The code of ethics and the mandate are set out on
the Corporation’s website at
www.centralfund.com
. The
Board has also adopted an individual Director’s mandate setting forth the duties
and responsibilities of each Director. As recommended in the
Guidelines and the Governance Rules, formal position descriptions have been
developed for the Board, the Chairman of the Audit Committee and the Chairman of
the Corporate Governance Committee as well as for the CEO, thereby defining the
limits of the senior executive officers’ responsibilities and the CEO’s
corporate objectives.
Lead
Director
Mr.
Heagle, the Chairman of the Audit Committee and an independent Director, has
been designated as the “Lead Director”. As such, he has taken on the
responsibility of overseeing the operation of the Board and its effectiveness,
and leads discussions of the Board when it meets in private session without the
senior executive officers or representatives of the Administrator
present. These
in
camera
sessions are held at the conclusion of each regular Board meeting
and at each regular Audit or Corporate Governance Committee meeting so as to
promote full and open discussion among the Directors who are not owners of the
Administrator.
Board
Activities
The Board
is in a position to conduct its meetings and to make appropriate decisions
effectively. Financial and other information is made available to
Board members several days in advance of meetings. Directors are
generally encouraged to attend meetings in person. Directors are
asked to advise the Corporation if they are unable to attend meetings and
attendance at meetings is recorded. The Board held four
regular meetings and one special meeting during the past fiscal
year. All of the Directors have agreed to an evaluation of their
collective as well as their individual performance. All of the
Directors are encouraged to exercise their responsibilities in the best
interests of the Central Fund and its shareholders generally.
The Board
has not adopted a formal policy for the recruitment of new
Directors. However, as the need for new Directors arises, the
responsibility for identifying or reviewing a nominee or nominees and
recommending them to the Board is assigned to the Corporate Governance Committee
which is comprised of a majority of independent Directors.
Committees
The Board
is responsible for establishing and overseeing the performance of all Committees
and for the appointing of members to serve on such Committees and approving
their compensation. Three standing Committees have been
appointed.
The
Executive
Committee
is currently comprised of four Directors, one of whom is an
independent Director. The Committee meets occasionally between
regularly scheduled Board meetings and is delegated authority to deal with
various matters. The proceedings of this Committee are reviewed by
the Board. The Committee did not meet during the last fiscal
year.
The
Audit Committee
is currently comprised of four Directors, all of whom are unrelated and
independent directors as contemplated by the Audit Committee
Rules. Each of the members of the Committee is “financially literate”
in having the ability to read and understand a set of financial statements and
the accompanying notes that present a breadth and level of complexity of the
issues that can reasonably be expected to be raised by the Corporation’s
financial statements. Each of the members of the Committee is
regarded by the Board as having “accounting or related financial experience”
through having the ability, by virtue of past accounting training and/or
experience as a chief financial officer or chief executive officer with
oversight of a corporation’s finance and accounting activities, to analyze and
interpret a full set of financial statements and the accompanying notes prepared
in accordance with Canadian generally accepted accounting
principles.
The
charter for the Audit Committee reflects the requirements of the Audit Committee
Rules. The Audit Committee fulfils its responsibilities within the
context of the following guidelines:
|
•
|
the
Committee communicates its expectations to the senior executive officers
and the external auditors with respect to the nature, extent and timing of
its information needs. The Committee expects that draft
financial statements and other written materials will be received from the
senior executive officers or the external auditors several days in advance
of Committee meeting dates;
|
|
•
|
the
Committee, in consultation with the senior executive officers and the
external auditors, develops an Audit Committee agenda which is responsive
to the Committee’s needs as set out in its
charter;
|
|
•
|
the
Committee, in consultation with the senior executive officers and the
external auditors, reviews important financial issues and emerging audit,
accounting and governance standards which may impact the Corporation’s
financial disclosure and
presentation;
|
|
•
|
the
Chairman of the Committee and other Audit Committee members have direct,
open and frank discussions during the year with the senior executive
officers, other Board members and the external auditors as
required;
|
|
•
|
to
assist the Committee in fulfilling its responsibilities, it may, at the
expense of the Corporation and after consultation with the President,
engage an outside advisor with special expertise;
and
|
|
•
|
as
the external auditor’s responsibility is not only to the Board of
Directors but to the Audit Committee as representatives of the
shareholders, the Committee expects the external auditors to report to it
all material issues arising out of their services or relationship with the
Corporation.
|
The Audit
Committee meets on at least a quarterly basis with one or more officers of the
Corporation and with the external auditors to discuss the independence of the
external auditors, the scope of the annual audit, the audit plan, access granted
to the accounting system and related internal controls, cooperation of the
senior executive officers in the audit and review function, internal controls,
the financial reporting process and related internal controls, the quality and
adequacy of the Corporation’s or the Administrator’s accounting and financial
personnel and other resources and financial risk management so as to satisfy
itself that each party is properly discharging its
responsibilities. The Committee also reviews the quarterly and annual
financial statements, the Annual Information Form, the Annual Report including
the external auditors’ report, the required Management’s Discussion and Analysis
and financial press releases. The Committee further reviews the
remuneration of and recommends, for review by the Board and approval by the
shareholders, the re-appointment and terms of engagement of the external
auditors.
The
Committee also pre-approves all non-audit services proposed to be provided by
the external auditors. The charter of the Audit Committee is set out
on the Corporation’s website at
www.centralfund.com
and in the Corporation’s Annual Information Form. Its conduct is
reviewed annually by the Committee and the Board.
Mr.
Heagle chairs the Audit Committee which meets at least four times per year and
which met seven times during the last fiscal year. The Committee
meets in camera at each regular meeting without any senior executive officers or
owners of the Administrator present.
The
Corporate
Governance
Committee
is currently comprised of four Directors, three of whom are
independent.
The
Corporate Governance Committee is responsible for developing the Corporation’s
approach to governance issues; reviewing the effectiveness of the Board’s
practices in light of emerging and changing regulatory requirements; assessing
new nominees to the Board and planning education programs for them; and
assessing the size, composition and effectiveness of the Board as a whole and of
the Committees as well as assessing the contribution of individual Board
members. The Committee’s responsibility extends to ensuring that the
Board can function independently of the senior executive officers and monitoring
the Board’s relationship to the senior executive officers. It reviews
the communications policy of the Corporation to ensure that communications to
shareholders, regulators and the investing public are factual and timely, are
broadly disseminated in accordance with applicable policy and law and to ensure
that such communications treat all shareholders fairly with respect to
disclosure. The Committee recommends topics of interest or importance
for discussion and/or action by the Board. It annually reviews Board
and Committee effectiveness including the continuing qualifications and
contribution of individual members as well as any conflicts of interest and time
commitments. It also reviews the adequacy and form of the
compensation of Directors to ensure that the compensation realistically reflects
the responsibilities and risks involved in being an effective
Director. The Committee is also responsible for approving the
engagement by one or more Directors of an outside legal or other advisor at the
expense of the Corporation should such extraordinary circumstances ever
arise.
The
Committee meets independently of the senior executive officers at each of its
meetings. The charter of the Corporate Governance Committee is set
out on the Corporation’s website at
www.centralfund.com
. Its
content is reviewed annually by the Committee and the Board.
Mr. Sale
chairs the Corporate Governance Committee which generally meets twice per
year. The Committee meets in camera at each regular meeting without
any senior executive officers or representatives of the owners of the
Administrator present.
Expectations
of Senior Executive Officers
The Board
expects the senior executive officers of the Corporation to report in a timely,
comprehensive and accurate manner on the business of the Corporation generally
and on specific matters of significant consequence to Central Fund and the
shareholders, to take timely action and decisions consistent with corporate
policies in effect, and to review on an ongoing basis the strategies of the
Corporation with a view to facilitating the Board’s review of same and their
implementation by the senior executive officers.
INTEREST
OF ADMINISTRATOR AND OTHERS IN MATERIAL TRANSACTIONS
Pursuant
to an amended and restated Administrative and Consulting Agreement (the
“Administration Agreement”) dated November 1, 2005 with the Corporation, the
Administrator is responsible for the general administration of the affairs of
the Corporation under the direction of the Central Fund’s Board. This
includes the provision of certain consultative services to the Corporation which
are paid for by the Administrator and include the provision of general market
and economic advice with respect to the investment of the Central Fund’s assets
in accordance with its investment policies and restrictions. Any
utilization of such advice is subject to the ultimate approval of the Board of
Directors of the Corporation. Under the terms of the Administration
Agreement, the Administrator arranges at its expense and for certain services
which are delegated to others, including currently Mr. Ian M. T. McAvity
President of Deliberations Research Inc. and a Director of the Corporation, who
provides general advice in relation to analysis of bullion market trends and
developments and guidance to the Boards of the Corporation and the
Administrator, and, until his death in June, 2007, Dr. Hans F. Sennholz, a
monetary expert, who provided long-term trend and general economic
advice. In addition, the Administrator provides and pays for all
office services, supplies and facilities and, through its staff and designated
independent contractors, generally oversees the day-to-day administration of the
Corporation’s affairs.
In
consideration for services rendered pursuant to the Administration Agreement,
the Corporation pays the Administrator a monthly fee based on the Corporation’s
net assets determined for such month. For at least the next seven
years, the annual fee is computed at:
0.30% on
the first $400 million of the total net assets;
0.20% on
the next $600 million of the total net assets; and
0.15% on
total net assets exceeding $1 billion.
Fees paid
to the Administrator in this regard for the fiscal year ended October 31, 2008
were U.S. $3,223,989 compared to U.S. $2,558,506 for the prior fiscal
year.
Philip M.
Spicer, Chairman and a Director of the Corporation, is also President and a
Director of the Administrator. J.C. Stefan Spicer, President, CEO and
a Director of the Corporation, is also Assistant Secretary and a Director of the
Administrator. Catherine A. Spackman, CMA, Treasurer of the
Corporation, is also Treasurer and a Director of the
Administrator. Dale R. Spackman, Q.C., Vice-Chairman and a Director
of the Corporation, is also Secretary and a Director of the
Administrator.
DIRECTORS’
APPROVAL
The
contents and the sending of this Circular have been approved by the Board of
Directors of the Corporation.
DATED
this
9th day of January,
2009.
BY ORDER OF THE BOARD
|
|
“John
S. Elder”
|
|
|
JOHN S. ELDER, Q.C.
|
Secretary
|
Exhibit
99.2
CENTRAL
FUND OF CANADA LIMITED
PROXY
ANNUAL
MEETING OF SHAREHOLDERS
The undersigned holder of Common shares
without nominal or par value of CENTRAL FUND OF CANADA LIMITED ("Central Fund")
hereby appoints J.C. Stefan Spicer of Lynden, Ontario, or failing him, John S.
Elder of Toronto, Ontario, or instead of either of the
foregoing,
as
proxyholder of the undersigned to attend and act for and on behalf of the
undersigned at the Annual Meeting of shareholders of Central Fund (the
"Meeting") to be held at the offices of Parlee McLaws LLP, 3400 Petro-Canada
Centre, 150-6
th
Avenue
S.W., Calgary, Alberta on Monday, the 23rd day of February, 2009 at the hour of
10:30 o'clock a.m. (Mountain Standard Time) and at any adjournment or
adjournments thereof in the same manner, to the same extent and with the same
power as if the undersigned were present at the Meeting or such adjournment or
adjournments thereof; provided, however, that without otherwise limiting the
generality of the authorization and power hereby conferred, the proxyholder
named above is specifically directed, on any ballot that may be called for, to
vote, or to withhold from voting, the Common shares registered in the name of
the undersigned as specified below:
TO VOTE FOR
|
|
|
TO WITHHOLD FROM VOTING
|
|
in
respect of the election of Directors;
TO VOTE FOR
|
|
|
TO WITHHOLD FROM VOTING
|
|
in
respect of the re-appointment of the Auditors and authorizing the Board of
Directors to fix their remuneration.
The
Common shares represented by this proxy will be voted or withheld from voting,
as the case may be, in accordance with the foregoing directions on any ballot
that may be called for and, if a holder specifies a choice with respect to any
matter to be acted upon, the Common shares shall be voted
accordingly. IF A SHAREHOLDER DOES NOT SPECIFY THAT THE COMMON SHARES
ARE TO BE WITHHELD FROM VOTING WITH RESPECT TO THE ELECTION OF DIRECTORS OR THE
APPOINTMENT OF AUDITORS AND AUTHORIZING THE DIRECTORS TO FIX THE REMUNERATION OF
THE AUDITORS, SUCH COMMON SHARES WILL BE VOTED ON ANY BALLOT THAT MAY BE CALLED
FOR IN RESPECT OF ANY SUCH MATTER AS SET OUT IN THE ACCOMPANYING INFORMATION
CIRCULAR.
If any amendments or variations to
matters identified in the notice of the Meeting are proposed at the Meeting or
if any other matters properly come before the Meeting, this proxy confers
discretionary authority to vote on such amendments or variations or such other
matters according to the best judgment of the person voting the proxy at the
Meeting.
DATED
this
day of
,
2009
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(Signature
of Shareholder)
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NOTES:
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1.
A HOLDER OF COMMON SHARES HAS THE RIGHT TO APPOINT AS PROXYHOLDER A PERSON
(WHO NEED NOT BE A COMMON SHAREHOLDER) TO ATTEND AND TO ACT ON HIS OR HER
BEHALF AT THE MEETING OTHER THAN THOSE PERSONS DESIGNATED
ABOVE. A holder may do so by inserting the name of such other
person in the blank space provided or by completing another proper form of
proxy and, in either case, by delivering the completed form of proxy by
postal or other delivery to Central Fund or to CIBC Mellon Trust Company
or Mellon Investor Services LLC for receipt not later than 48 hours
(excluding Saturday and Sunday) preceding such Meeting or any adjournment
or adjournments thereof.
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2.
This form of proxy must be dated and signed by the holder of Common shares
or his or her attorney authorized in writing or, if the holder is a
corporation, by an officer or attorney thereof duly
authorized.
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3.
If this form of proxy is not dated in the space provided above, it is
deemed to bear the date on which it was mailed to the
Shareholder.
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4.
If it is desired that the Common shares represented by this proxy are to
be withheld from voting on any ballot that may be called for with respect
to such matter, the appropriate box or boxes above providing for
withholding from voting should be marked with an X or a tick mark
√.
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5.
THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT (IE: THE SENIOR
OFFICERS) OF THE CORPORATION.
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6.
THIS PROXY IS FOR USE BY COMMON SHAREHOLDERS AT THE ANNUAL MEETING OF
SHAREHOLDERS OF CENTRAL FUND TO BE HELD ON MONDAY, FEBRUARY 23, 2009 AND
AT ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.
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