CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board has determined that eight of the nominees for director, David T. Gibbons, Stephen Halperin, Betty Jane Hess, Kenneth C. Keller, Jr.,
Gregory Monahan, Mario Pilozzi, Eric Rosenfeld and Graham W. Savage, are independent within the meaning of the rules of the SEC, NYSE and NI
58-101.
A director is independent in accordance with the
rules of the SEC, NYSE and NI
58-101
if the Board affirmatively determines that such director has no material relationship with us (either directly or as a partner, shareowner or officer of an organization
that has a relationship with us). Mr. Fowden is a management director and is therefore not independent.
On December 31, 2017,
Mr. Halperin retired as a partner from Goodmans LLP, a law firm that provides services to Cott on a regular basis. The amount of fees earned by Goodmans LLP for legal services rendered to Cott was and has been financially immaterial to Goodmans
LLP and to Mr. Halperins compensation from such firm. Following his retirement, Mr. Halperin will not be receiving any compensation from Goodmans LLP, other than payments in respect of 2017 due to the timing of distributions from the
partnership and de minimis ongoing benefits. Prior to his retirement, Mr. Halperin did not provide and was not involved in the provision of legal services by Goodmans LLP to Cott, and following his retirement, he will not provide nor be
involved in the provision of such services by Goodmans LLP to Cott. The Board considered these matters and determined that Mr. Halperin is independent.
Each director and nominee for election as director delivers to Cott annually a questionnaire that includes, among other things, a request for
information relating to any transactions in which both the director or nominee, or their family members, and Cott participates, and in which the director or nominee, or such family member, has a material interest. Pursuant to Cotts Corporate
Governance Guidelines and the charter of the Corporate Governance Committee, the Corporate Governance Committee is required to review all transactions between Cott and any related party (including transactions reported to it by a director or nominee
in response to the questionnaire, or that are brought to its attention by management or otherwise), regardless of whether the transactions are reportable pursuant to Item 404 of Regulation
S-K
under the
Securities and Exchange Act of 1934, as amended (the
Exchange Act
).
After considering advice from the Corporate
Governance Committee, the Board is required to review, and, if appropriate, approve or ratify, such related party transactions. A related party transaction is defined under the Corporate Governance Guidelines as any transaction in which
Cott was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) are available to all employees generally, (ii) involve compensation of executive officers or
directors duly authorized by the appropriate board committee, or (iii) involve reimbursement of expenses in accordance with Cotts established policy.
A related party is defined under the Corporate Governance Guidelines as any person who is, or at any time since the beginning of
Cotts last fiscal year was, an executive officer or director (including in each case nominees for director), any shareowner owning in excess of 5% of Cotts common shares, or an immediate family member of an executive officer, director,
nominee for director or 5% shareowner.
An immediate family member is defined under the Corporate Governance Guidelines as a
persons spouse, parents, stepparents, children, stepchildren, siblings, mother- and
father-in-law,
sons- and
daughters-in-law,
brothers- and
sisters-in-law,
and anyone (other than employees) who shares such persons home.
Management and directors must also update the Board as to any material changes to proposed transactions as they occur.
Because related party transactions potentially vary, the Corporate Governance Committee or the Board has not to date developed a written set
of standards for evaluating them, but rather addresses any such transactions on a
case-by-case
basis.
18