ITEM 3 LEGAL PROCEEDINGS
ENVIRONMENTAL MATTERS
LITIGATION
The Company's U.S. subsidiary (Alcan Aluminum Corporation, or "Alcancorp") and third parties are defendants in a litigation, instituted in May 1983 before the Federal District Court for the Central District of California, by the U.S. Environmental Protection Agency ("EPA") and the State of California, involving the Stringfellow hazardous waste site in California. Alcancorp was held liable in that lawsuit. In January 1992, Alcancorp and the U.S. Justice Department entered into a four-year Partial Consent Decree. On the basis of that arrangement, Alcancorp funded a total of $13,100,000 for a treatment plant which would help clean up the site. Alcancorp will seek to recover contributions over that amount (if any, based on the final determination of clean-up costs) from other defendants in this case. A decision by the Special Master would assign as much as 95% of Alcancorp's liability to the State of California. The decision of the Special Master was appealed to the United States District Court and the District Court confirmed the decision of the Special Master. The matter is now being appealed to the U.S. Court of Appeals for the Ninth Circuit.
In a lawsuit instituted before the Federal District Court for the Southern District of New York in 1985, in which Alcancorp is a party, and involving the dumping of allegedly hazardous waste at five New York sites, the Court in June 1991 rendered partial summary judgment holding Alcancorp jointly and severally liable for clean-up costs. Alcancorp is planning to appeal as soon as it has a final appealable order from the Court identifying its alleged share of the costs. Alcancorp is party to an EPA lawsuit, instituted in October 1991 before the Federal District Court for the District of New Jersey, relating to the Quanta Resources site in Edgewater, New Jersey. Alcancorp is a third-party defendant in a lawsuit filed by other generators in connection with the Kin Buc site in Edison, New Jersey, instituted in 1988 before the Federal District Court for the District of New Jersey.
In a lawsuit brought in July 1987 relating to the Pollution Abatement Services site in Oswego, New York, the Federal District Court for the Northern District of New York found (in January 1991) Alcancorp liable for a share of the clean-up costs for the site, and in December 1991 determined the amount of such share to be $5,175,683. Alcancorp appealed this decision to the United States Circuit Court of Appeals for the Second Circuit. In April 1993, the Second Circuit reversed the District Court and remanded the case for a hearing on what, if any, liability might be assigned to Alcancorp depending on whether Alcancorp can prove that its waste did not contribute to the response costs at the site. Furthermore, the case was consolidated with another case, instituted in October 1991, in which the EPA sued Alcancorp in the Federal District Court for the Northern District of New York seeking clean-up costs in regard to the Fulton Terminals site in Oswego County, New York. In an EPA lawsuit in 1989 before the Federal District Court for the Middle District of Pennsylvania involving the Butler Tunnel site, in which Alcancorp is a party, the Court in May 1991 granted summary judgment against Alcancorp in the amount of $473,790. Alcancorp appealed to the United States Court of Appeals for the Third Circuit, which in May 1992 reversed the District Court decision and remanded the case to the District Court for a trial on whether Alcancorp can prove that its waste did not contribute to the response costs at the site. In June 1995, the District Court upon hearing cross motions for summary judgment ruled in favor of the government and imposed joint and several liability against Alcancorp. Alcancorp filed a motion for reconsideration which was denied in December 1995. Alcancorp appealed the District Court's decision to the United States Circuit Court of Appeals for the Third Circuit and lost. A petition for rehearing was filed and denied by the Court. Further appeals are now contemplated.
In May 1992, Alcancorp received an adverse arbitration ruling in Southern Pacific Railroad v. Alcan in San Francisco, California, in which the arbitrators awarded the plaintiffs $5.4 million from Alcancorp for a clean-up of the plaintiffs' land adjacent to the site of Alcancorp's former Berkeley aluminum powders plant, as well as the site itself and for rent claimed to be owed to the railroad. Alcancorp appealed to the Superior Court of California for Alameda County, which rejected the appeal. Alcancorp then appealed to
the Court of Appeals of the State of California, First Appellate Division, Division One, which rejected Alcancorp's appeal. Alcancorp then sought discretionary review by the California Supreme Court, which was denied. In 1994, Alcancorp paid this amount, plus interest, or a total of $6.5 million into escrow pending a determination of the actual cost of the clean-up. If the actual cost is less than the escrowed amount, Alcancorp will receive a refund of the difference.
In September 1993, the EPA issued an order against Alcancorp and other potentially responsible parties ("PRPs") at the Sealand Restoration site in Upstate New York. The order directed the PRPs to supply drinking water to area residents potentially affected by the site. Since the material sent to the site was the same water-oil emulsion which was the subject of favourable decisions by the U.S. Courts of Appeals for the Third and Second Circuits referred to above, Alcancorp refused to supply the water.
In February 1996, the Company's U.K. subsidiary (British Alcan Aluminium plc) sold its investments in several of its subsidiaries, including Magnesium Elektron Inc. and Luxfer USA Limited, both located in the U.S.A. However, as part of the sale, British Alcan has agreed to indemnify the purchaser for certain liabilities including those, inter alia, arising out of the following proceedings which are therefore included in this Form 10-K Report:
(a) Magnesium Elektron, Inc. ("MEI"; at the time a subsidiary of British Alcan Aluminium plc) was sued by the Public Interest Research Group of New Jersey and the Friends of the Earth for exceeding its water discharge limits. The United States District Court for the District of New Jersey imposed a fine of $2.6 million for technical violations and an award of attorneys' fees in the amount of $524,900. MEI is appealing the District Court decision to the United States Court of Appeals for the Third Circuit and filed a motion in November 1996.
(b) Luxfer USA Limited ("Luxfer"; at the time a subsidiary of British Alcan Aluminium plc) is a participant in a joint defense group with regard to waste Luxfer sent to the Omega hazardous waste site in Whittier, California. At various times during 1995, Luxfer contributed various amounts totaling $11,800 for defense group costs and the removal of waste from the site, and is now waiting for a report on the cost of the remediation that is needed at the site.
INVESTIGATIONS
In certain other previously reported government investigations of contamination by alleged hazardous wastes at sites in Illinois, New York, Pennsylvania, Ohio, New Jersey, North Carolina, Michigan, Missouri and Massachusetts (on which waste material is alleged to have been deposited by disposal contractors employed in the past directly or indirectly by Alcancorp and other industrial companies), Alcancorp has contested that its waste is hazardous. The EPA has responded that, in the EPA's opinion, Alcancorp's waste is hazardous and that it may file lawsuits against Alcancorp as to these sites.
In 1995, Alcancorp was advised of five additional sites being similarly investigated: two in Ohio, two in New Jersey and one in Kentucky.
Alcancorp has been advised by the various authorities that it may be liable to contribute to the cost of the investigations and any possible remedial action for such sites. As to those sites not yet subject to litigation, although Alcancorp does not acknowledge any legal obligation to do so, it is cooperating with the governments in each matter to seek fair and reasonable solutions.
REVIEWS AND REMEDIAL ACTIONS
The Company has established procedures for reviewing, on a regular basis, environmental investigations and any possible remedial action. Although the Company cannot estimate the costs which may ultimately be borne by it, the Company has no reason to believe that any remedial action will materially impair its operations or materially affect its financial condition.
OTHER MATTERS
In March 1996, Alcancorp, along with other U.S. aluminum producers, was sued by a U.S. bicycle manufacturer for alleged price-fixing stemming from the Memorandum of Understanding entered into by six Governments in January 1994. In a summary judgement, rendered in July 1996, the U.S. District court for the Central District of California (county of Los Angeles) dismissed the case. The plaintiff has appealed.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not submitted any matter to a vote of security holders, through solicitations of proxies or otherwise, during the fourth quarter of the year ended 31 December 1996.
PART II
ITEM 5
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
See Annual Report, the section titled "Common Shares" on page 64.
The number of holders of record of Shares on 21 March 1997 was approximately 21,295.
While the Company intends to pursue a policy of paying quarterly dividends, the level of future dividends will be determined by the Board of Directors in light of earnings from operations, capital requirements and the financial condition of the Company. The Company's cash flow is generated principally from operations and also by dividends and interest payments from subsidiaries and related companies. These dividend and interest payments may be subject from time to time to regulatory or contractual restraints, to withholding taxes (see Annual Report, page 52, note 15 to Consolidated Financial Statements) and to foreign governmental restrictions affecting repatriation of earnings. (See section titled "Competition and Government Regulations" on page 10 of this report.)
Dividends paid on Shares held by non-residents of Canada generally will be subject to Canadian withholding tax. This withholding tax is levied at the basic rate of 25%, although this rate may be reduced depending on the terms of any applicable tax treaty. For residents of the United States, the treaty-reduced rate is currently 15%.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
See Annual Report, on pages 60 and 61, for the following items:
- - under the heading "Consolidated income statement items":
- Revenues - Net income (Loss)
- - under the heading "Consolidated balance sheet items":
- Total assets - Total debt
- - under the heading "Per Common Share":
- Net income (Loss) - Dividends paid
Commencing 1986, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants concerning the accounting for pension costs and obligations.
Commencing 1992, the Company adopted the accrual basis of accounting for post-retirement benefits other than pensions.
Commencing 1995, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants concerning the accounting for joint ventures.
Commencing 1996, the Company retroactively adopted the recommendations of The Canadian Institute of Chartered Accountants concerning the disclosure and presentation of financial instruments.
See Annual Report, pages 43 to 45, note 5 to Consolidated Financial Statements for a comparison, for certain items listed, of the amounts as reported by the Company under Generally Accepted Accounting Principles (GAAP) in Canada with amounts that would have been reported under U.S. GAAP.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See the Annual Report, pages 18 through 29, the section titled "Business Review" and pages 30 through 36, the section titled "Financial Review".
As the Company follows Canadian GAAP, reference should be made to note 5 to the Consolidated Financial Statements on pages 43 to 45 of the Annual Report which compares, for certain items listed, the amounts as reported with the amounts that would have been reported under U.S. GAAP.
Refer to the section titled "Competition and Government Regulations" on page 10 of this report for a brief description of the Investment Canada Act as it applies to the Company.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Annual Report, Consolidated Financial Statements on pages 38 through 58 and the "Auditors' Report" on page 37; the section titled "Quarterly Financial Data" on page 59.
Location of Financial Statements and other material required under this Item is found under Item14 of this report.
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has nothing to report under this Item.
PART III
INFORMATION IN THIS PART IS BASED ON INFORMATION CONTAINED IN THE COMPANY'S MANAGEMENT PROXY CIRCULAR DATED 5 MARCH 1997.
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(A) IDENTIFICATION OF DIRECTORS
The term of office of each Director runs from the time of his or her election to the next succeeding Annual Meeting or until they cease to hold office as such.
SONJA I. BATA, O.C. - DIRECTOR SINCE 1979 Sonja Bata, 70, has been a director of Bata Limited, the headquarters company of the world-wide Bata Shoe Organization, since 1973. She is closely involved in the management of that company. Mrs. Bata is also a director of Canada Trust and devotes significant time to other activities. She is chairman of the Bata Shoe Museum Foundation (Toronto), chairman of the Governors' Council of North York General Hospital and honorary chairman of the World Wildlife Fund Canada.
W.R.C. BLUNDELL - DIRECTOR SINCE 1987 Bill Blundell, 69, is chairman of The Manufacturers Life Insurance Company. From 1985 to 1990, he was chairman and chief executive officer of General Electric Canada Inc., and president and chief operating officer from 1983 to 1985. Mr. Blundell is a director of Amoco Canada Petroleum Co. Ltd., Avenor Inc., Swiss Bank Corporation (Canada), Export Development Corporation and a number of other Canadian companies.
JACQUES BOUGIE, O.C. - DIRECTOR SINCE 1989 Jacques Bougie, 49, has been President and Chief Executive Officer of Alcan since November 1993, having served as President and Chief Operating Officer since July 1989. Mr. Bougie joined Alcan in 1979 and held a number of senior management positions until 1989, including having responsibility for all of Alcan's fabricating operations in North America other than rolling. Mr. Bougie is a director of British Alcan Aluminium plc (a wholly-owned subsidiary of Alcan) and also of Royal Bank of Canada and Bell Canada.
WARREN CHIPPINDALE, F.C.A. - DIRECTOR SINCE 1986 Warren Chippindale, 68, was chairman and chief executive partner of Coopers & Lybrand (Canada) from 1971 to 1986 and chairman of Coopers & Lybrand (International) for five years during that period. Mr. Chippindale is a director of BCE Inc., Bell Canada, BCE Mobile Communications Inc., The Spectrum United Funds and The Molson Companies Limited.
D. TRAVIS ENGEN - DIRECTOR SINCE 1996 Travis Engen, 52, is chairman, president and chief executive officer of ITT Industries, Inc. in the United States of America and has held several important positions within the ITT organization, including that of executive vice president of ITT Corporation from 1991 to 1995. Mr. Engen is a member of the U.S. President's National Security Telecommunications Advisory Committee. He is a director of Fundacion Chile. He is also a director of Lyondell Petrochemical Company and a member of the Business Round Table and the Manufacturers Alliance Board of Trustees, all of which are located in the United States of America.
DR. JOHN R. EVANS, C.C. - DIRECTOR SINCE 1986 John Evans, 67, has been the Non-Executive Chairman of Alcan since April 27, 1995. He is also chairman of Allelix Biopharmaceuticals Inc. as well as of Torstar Corporation. Dr. Evans was chairman and chief executive officer of Allelix Inc. from 1983 to 1989, president of the University of Toronto from 1972 to 1978 and director of the Population, Health and Nutrition
Department of the World Bank from 1979 to 1983. He is past chairman of the Rockefeller Foundation. He is also a director of Connaught Laboratories Ltd., MDS Health Group Ltd., Pasteur Merieux Serums & Vaccines and Royal Bank of Canada.
ALLAN E. GOTLIEB, C.C. - DIRECTOR SINCE 1989 Allan Gotlieb, 69, was Ambassador of Canada to the United States of America from 1981 to 1989 and chairman of the Canada Council from 1989 to 1994. Mr. Gotlieb is a director of Hollinger Inc., Champion International Corporation, AXA Assurances, Boreal Assurances, Suncor Inc. and Peoples Jewellers, a senior consultant with the law firm of Stikeman, Elliott, a member of the advisory boards of the Bank of Montreal, Nestle Canada Inc., Hollinger International Inc., Investment Co. of America and BJB (Bank Julius Baer) Global Investment Ltd., co-chairman of Saturday Night magazine and chairman of the Donner Canadian Foundation.
J.E. NEWALL, O.C. - DIRECTOR SINCE 1985 Ted Newall, 61, is vice-chairman, chief executive officer and a director of NOVA Corporation. He was chairman and chief executive officer of Du Pont Canada Inc. from 1980 to 1991. Mr. Newall is a director of BCE Inc., Methanex Corporation, Royal Bank of Canada and is honorary chairman of the Business Council on National Issues.
DR. PETER H. PEARSE, C.M. - DIRECTOR SINCE 1989 Peter Pearse, 64, is a consultant on natural resource economics and management and the president of Pearse Ventures Ltd. He was a professor at the University of British Columbia from 1962 to 1996. Dr. Pearse has served on the Economic Council of Canada, the Canadian Consumer Council, the Board of Governors of the University of British Columbia and two Royal Commissions. He is a member of the executive board of the Law of the Sea Institute and a director of World Wildlife Fund Canada. Dr. Pearse has been an advisor on natural resources matters to Canadian and foreign governments and to the World Bank.
SIR GEORGE RUSSELL, C.B.E. - DIRECTOR SINCE 1987 Sir George Russell, 61, is chairman of Marley plc in the United Kingdom, a world-wide producer of building products, having been chief executive of that company from 1986 to 1989. Sir George had previously served with Alcan from 1972, becoming managing director of British Alcan Aluminium plc in 1981. He resigned from that company in 1986, but rejoined its board in 1997. He is also chairman of 3i Group plc, Camelot plc and director of Northern Rock Building Society and Taylor Woodrow, all of which are located in the United Kingdom.
GUY SAINT-PIERRE, O.C. - DIRECTOR SINCE 1994 Guy Saint-Pierre, 62, is chairman and a director of SNC-Lavalin Group Inc., having served as president and chief executive officer from 1989 to 1996. From 1970 to 1976, he had served with the Government of Quebec, first as Minister of Education and then as Minister of Industry and Commerce. Between 1978 and 1989, he was president and chief executive officer of Ogilvie Mills Ltd. Mr. Saint-Pierre is currently chairman of the Business Council on National Issues. Mr. Saint-Pierre is a director of BCE Inc., General Motors of Canada and Royal Bank of Canada.
GERHARD SCHULMEYER - DIRECTOR SINCE 1996 Gerhard Schulmeyer, 58, is president and chief executive officer of Siemens Nixdorf Informationssysteme AG and chairman of its managing board since 1994. Prior to joining Siemens Nixdorf, Mr. Schulmeyer was executive vice president and a member of the executive committee of Asea Brown Boveri Ltd. as well as president and chief executive officer of ABB Inc., U.S.A. From 1980 to 1989, he held various senior positions with Motorola Inc., culminating with that of executive vice president, deputy to the chief executive officer, responsible for European business. He is a member of the supervisory boards of Thyssen-Bornemisza Holding N.V. and VOBIS Microcomputer AG.
(B) IDENTIFICATION OF EXECUTIVE OFFICERS
The names, ages and positions with the Company of the Executive Officers of the Company, at 27 March 1997, are as follows:
With the exception of Messrs. Ergas, Gagnier, and Sturgell, all of the Executive Officers of the Company have held their present positions or other executive positions with the Company during the past five years. Mr. Ergas served as senior advisor to the President and Chief Executive Officer of Alcan from January 1995 to June 1996 and served as a Trustee of DePaul University from February 1994 to December 1994. Prior thereto, Mr. Ergas served as senior executive vice president of Pechiney S.A. and as a member of the Pechiney group executive committee from 1987 to 1994, and also held several management positions with various subsidiaries of Pechiney S.A. Mr. Daniel Gagnier was president of the Brewers Association of Canada between 1992 and 1994. From 1980 to 1992, he held various positions in Government of Canada culminating in the position of Deputy Secretary to the Cabinet (Communications and Consultations) in the Privy Council Office of Canada. Mr. Sturgell has been with Alcan's U.S. subsidiary, Alcan Aluminum Corporation since 1989, where he has held different managerial positions until November 1996 when he became president of that Company as well as an Executive Vice President of Alcan.
The term of office of each Officer runs from the time of his appointment to the next succeeding Annual Meeting.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Compensation paid to the Chief Executive Officer and the four other most highly compensated Executive Officers for each of the three most recently completed financial years is set out in the table below. These individuals are hereinafter collectively referred to as the "Named Executive Officers".
(1) See page 21 for details. (2) In response to the Ontario Securities Commission s Staff Report of 17 February 1995, certain figures have been re-classified from Other Annual Compensation to All Other Compensation. (3) See pages 20 and 21 for description. (4) Mr. Wagner retired as Executive Vice President on 1 June 1996. (5) Mr. Ergas joined Alcan on 23 January 1995.
Compensation payments to each Named Executive Officer were determined in the currency of his normal place of work. Unless otherwise indicated, all compensation payments reported in this document are stated in U.S. Dollars
converted, where necessary, from the currency of disbursement to U.S. Dollars at the average exchange rates for the respective year. The currency and exchange rate details are given in the table below.
CURRENCY AND EXCHANGE RATE TABLE
The salaries and the Executive Performance Awards (described below) paid to all 17 Executive Officers as a group in 1996 amounted to $4,621,780 and $2,026,675 respectively.
EXECUTIVE PERFORMANCE AWARD PLAN
A substantial proportion of the Executive Officers compensation is related to the performance of Alcan.
Alcan's short-term incentive plan, known as the Executive Performance Award Plan ("EPA"), has three components, each based on a different aspect of performance: (1) the overall profitability of Alcan, (2) the performance of Alcan against key strategic corporate objectives, and (3) the performance of Alcan's business units. These are explained in the numbered paragraphs below. The guideline payment ranges referred to in each paragraph were increased in 1995 to maintain their competitive position with the median of a selected comparator group of companies, chosen for their comparable size, their involvement in a cyclical industry (as is Alcan) and their global presence.
1. The award for overall profitability of Alcan is called the Corporate Performance Award ("CPA"). The CPA is related to return on equity. The CPA for the Executive Officers has a guideline payment range of 20% to 30% of salary grade mid-point against which actual performance is measured. The minimum CPA payment can be nil and the maximum, in a year of exceptionally high profits, could be up to three times the guideline amount. The Personnel Committee ("Committee") establishes a threshold corporate profitability performance target which must be met before any CPA payment will be made. Based on Alcan's actual performance in the year and allowing for the partial amortisation of the effect of an extraordinary item on return on equity, the Committee approved a rating below
the guideline level. All Executive Officers received an award from this component of the EPA for the year 1996.
2. The award for achieving corporate objectives, called the Corporate Objectives Award ("COA"), focuses on Alcan's critical corporate objectives. These objectives are established as part of the annual business planning process by the Chief Executive Officer and are submitted to the Committee for approval at the start of each year. The COA is independent of the CPA objective. For Executive Officers, the CPA has a guideline payment range of 15% to 25% of salary grade mid-point. There is a minimum payment of nil and a maximum of twice the guideline amount. The corporate objective established by the Chief Executive Officer and the Committee for 1996 was a target range of "free cash flow". Based on Alcan's actual results in the year which fell within the target range but below the expected target level, the Committee approved a rating below the guideline level. All Executive Officers received an award from this component of the EPA for the year 1996.
3. The award for business unit performance is called the Business Unit Award ("BUA"). The BUA provides for an award based on the business unit's performance measured against pre-established objectives for the year. The BUA is independent of the CPA and COA objective. For Executive Officers, the BUA has a guideline payment range of 15% to 20% of salary grade mid-point. There is a minimum payment of nil and a maximum of twice the guideline amount. The criteria for rewards under this aspect of the EPA are set annually by management at various levels and their respective superiors. The BUA, covering 17 major business units world-wide, was paid to all senior employees on the basis of their performance in 1996 with ratings varying from 51% to 165% of the guideline amount. All Executive Officers received an award from this component of EPA for performance in 1996.
An exception to the practice described in the preceding paragraphs is made in the case of employees retiring from or otherwise ceasing employment with Alcan. In that year, the employee receives guideline CPA, COA and BUA amounts, pro-rated for the number of months actually employed.
OTHER COMPENSATION
Compensation benefits made available to senior employees under various plans included those under (a) the Executive Performance Award Plan described on pages 20 and 21, (b) the Alcan Executive Share Option Plan described below, (c) retirement benefit plans described on pages 25, 26 and 27, (d) life insurance plans, (e) savings plans, (f) plans for the use and parking of automobiles, for professional financial advice through independent organisations, deemed interest on loans and for the reimbursement of club membership fees and (g) in applicable cases, expatriate benefits, foreign taxes, housing assistance and directors' fees from subsidiaries and related companies.
In the Summary Compensation Table on page 19, the amounts indicated for the year 1996 under the column titled Other Annual Compensation include benefits paid to the Named Executive Officers under these plans: automobile usage (J. Bougie, $13,520; R. Wagner, $14,000; J.-P. Ergas, $50,411; and E.N. Santos, $57,706), club membership fees (J. Bougie, $16,635; and R.L. Ball, $19,469), expatriate benefits (E.N. Santos, $43,416), foreign taxes (R.L. Ball, $19,231) and housing assistance (R. Wagner, $9,320).
Other Executive Officers also participate in these plans and the value of the benefits paid to all 17 such Executive Officers as a group was $777,003 in 1996.
ALCAN EXECUTIVE SHARE OPTION PLAN
The Alcan Executive Share Option Plan ("Option Plan") provides for the granting to senior employees of non-transferable options ("Options") to purchase Shares.
A Options
Prior to 22 April 1993, the Option Plan provided for the granting of Options hereinafter referred to as "A Options". No further A Options have been, or may be, issued after that date.
The subscription price per Share under A Options was set at not less than 90% of the market value on the effective date of the grant of each A Option, but all A Options granted after 1985 were at 100% of the market value on their effective dates. The effective date was fixed at the time of each grant. Each A Option is exercisable in whole or in part during a period commencing three months after the effective date and ending not later than 10 years after that date. In the event of retirement or death of the employee, any remainder of this 10-year period in excess of five years is reduced to five years. Alcan may make loans ("Option Loans"), at such interest rate, if any, as the Option Committee may determine, to assist in financing the purchase of Shares through the exercise of A Options (see Indebtedness of Directors and Executive Officers on page 30). The interest rate is currently nil on all outstanding Option Loans. The Option Loans have terms of 10 years. After exercise of an A Option, the employee may not dispose of the Shares during a one-year period ("Holding Period"). In the event of retirement or resignation or other termination of the employee, the Holding Period shall terminate upon repayment of the Option Loan. Each A Option has connected therewith stock appreciation rights ("SARs") in respect of one-half of the Shares covered by the A Option. Each SAR entitles the optionee to surrender unexercised the right to subscribe for one Share in return for a cash payment in an amount equal to the excess of the market value of such Share at the time of surrender over the subscription price.
B Options
Since 22 April 1993, the Option Plan has provided for Options hereinafter referred to as "B Options".
Alcan may issue in any year B Options in respect of a Yearly Allotment, as defined in the Option Plan, of 0.75% of the Shares outstanding as at the end of the previous calendar year. In addition, the unused portion of any previous Yearly Allotment may be carried forward. The maximum number of Shares that can be issued under the Option Plan after 31 December 1995 is 20,500,000.
The subscription price per Share under B Options is set at not less than 100% of the market value on the effective date of the grant of each B Option. The effective date is fixed at the time of the grant. Each B Option is exercisable in whole or in part during a period commencing not less than three months after the effective date as determined by the above-mentioned Committee ("Waiting Period") and ending not later than 10 years after that date. In the event of retirement or death of the employee, any remainder of this 10-year period in excess of five years is reduced to five years. Option Loans may not be made in respect of the exercise of B Options. The B Options do not have SARs connected therewith unless the above-mentioned Committee so determines at the time of grant; no such determination has been made in respect of the B Options currently outstanding.
Grants and Exercises during 1996
The following table sets out the number of Shares covered by Options which were granted to and exercised by all 17 Executive Officers as a group during 1996, as well as the number thereof outstanding at 31 December 1996:
(1) Aggregate of two grants made during the year.
The subscription price (or exercise price) per Share relating to the Options granted during 1996 was the market value on the date of each of the two grants made during the year, which was Can. $41.61 for the grant made on 25 September 1996 and Can. $46.61 for the grant made on 4 December 1996.
The following table provides information pertaining to Options granted to the Named Executive Officers during 1996:
OPTION GRANTS DURING 1996
(1) Date of grant: 25 September 1996. (2) Date of grant: 4 December 1996.
One-quarter of the Options covered by the grants in the foregoing table may be exercised, cumulatively, after Waiting Periods of 12, 24, 36 and 48 months from the date of grant.
The following table provides certain required information pertaining to Options exercised by the Named Executive Officers during 1996 as well as year-end values:
AGGREGATED OPTION EXERCISES DURING 1996 AND YEAR-END OPTION VALUES
(1) E: Exercisable U: Unexercisable (2) Value of unexercised Options includes value of corresponding unexercised SARs (if any).
The aggregate net value (excess of market value at the date of the exercise over subscription price) of the Options exercised in 1996 by all 17 Executive Officers was Can. $2,430,815.
The following table provides certain required information pertaining to SARs exercised by the Named Executive Officers during 1996 as well as year-end values:
AGGREGATED SAR EXERCISES DURING 1996 AND YEAR-END SAR VALUES
(1) E: Exercisable U: Unexercisable
RETIREMENT BENEFITS
Based on the total 1996 pensionable earnings of the Executive Officers, annual pensions of $117,038 in the aggregate were accrued for all 17 Executive Officers in respect of service credited under all retirement benefit plans for 1996.
Canadian Plans
During 1996, Messrs. Bougie and Santos participated in the Alcan Pension Plan (Canada) and the Alcan Supplemental Retirement Benefit Plan (Canada). Pensions up to a statutory limit are payable under the former and, in excess thereof, under the latter. These Canadian pension plans are together herein referred to as the "Canadian Plans".
The Canadian Plans provide for pensions calculated on pensionable service and annual average earnings during the 36 consecutive months when they were the greatest, which earnings consist of salary and the Executive Performance Award at its guideline amount. The following table shows estimated annual retirement benefits, expressed as a percentage of annual average earnings during the said 36 months, payable upon normal retirement at age 65 to persons in the indicated earnings and pensionable service classifications:
PENSION PLAN TABLE
The Alcan Supplemental Retirement Benefit Plan provides for an additional pension to J. Bougie which increases the percentage in the above table by 4.1%.
Non-Canadian Plans
During 1996, Messrs. Ball and Wagner participated in Alcan-sponsored pension plans in the U.S.A. and Germany, respectively. These plans provide for retirement benefits which are generally comparable with the Canadian Plans, but with a ceiling of 60% of annual average earnings and a maximum pensionable service of 35 years. Mr. Ergas participated in Alcan-sponsored pension plans in the U.S.A. and the United Kingdom and also in a supplemental retirement benefit agreement which provides for a pension based on the terms of the U.S. pension plan but in excess of statutory limitations in both countries.
Deductions for Social Security
In Germany, the retirement benefits described above are reduced by retirement benefits from social security. In the Canadian Plans, those benefits are reduced by the excess (if any) of retirement benefits payable from non-Canadian social security and the Canada Pension Plan or the Quebec Pension Plan ("C/QPP") over the maximum retirement benefits under the C/QPP. The normal form of payment of pensions is a lifetime annuity with a guaranteed minimum of 60 monthly payments, but optional guarantees are available.
Pensionable Earnings and Years of Pensionable Service
The 1996 pensionable earnings and estimated years of pensionable service on normal retirement at age 65 for the Named Executive Officers were as follows: J. Bougie, $1,175,120 and 33 years; R. Wagner, $909,193 and 35 years; J.-P. Ergas, $649,283 and 10 years; E. N. Santos, $472,636 and 40 years; R.L. Ball, $455,262 and 35 years.
RETIRING ALLOWANCES
Upon his retirement, E.N. Santos will be paid a retiring allowance equal to $200,000 plus an amount determined at the rate of $10,000 per year from 1 August 1995 to his retirement date.
FEES
An employee of Alcan who is a Director is not entitled to receive fees for serving on the Board or on any Committee thereof.
COMPENSATION OF NON-EXECUTIVE DIRECTORS
FEES AND EXPENSES
During 1996, every Non-Executive Director was paid an annual fee of $25,000 and an additional annual fee of $5,000 for serving on a Committee of the Board, except for the Option Committee. If such Director also served as Chairman of a Committee, a further annual fee of $6,000 was paid. J.R. Evans, as Non-Executive Chairman of the Board, was paid a fee of $120,000 during 1996 in lieu of the above fees.
Non-Executive Directors are reimbursed for transportation and other expenses actually incurred in attending Board/Committee meetings. A travel fee of $1,000 is also payable to those Non-Executive Directors who require an extra day of travel to attend any Board/Committee meeting; during 1996, travel fees were paid as follows: J.E. Newall, $2,000; J.L. Nichol (retired during the year), $1,000; P.H. Pearse, $8,000; and G. Russell, $6,000.
RETIREMENT ARRANGEMENTS
The Deferred Share Unit Plan ("DSUP") became effective on 1 January 1997. The DSUP provides that each Non-Executive Director is credited with a number of Deferred Share Units ("Units"), as determined by the Board, in respect of every quarter of service on the Board. At present, this number has been set at the equivalent of one Unit for every $100 of Directors' fees (as described above, but excluding the travel fees) received by the Director. Additional Units are credited to each Director's account calculated at the same rate per Unit as dividends declared on the Shares. Upon retirement or death, all Units (including additional Units issued in respect thereof) standing to a Director's credit will be redeemed on a date to be selected by the Director or legal representative up to 15 December of the next financial year of the Company. The number of Units will be multiplied by the then prevailing average price of the Shares on the Montreal, Toronto and New York stock exchanges and the resulting value shall be paid to the Director or legal representative.
The Retirement Compensation Plan ("RCP"), introduced on 27 April 1995, was in effect throughout the year 1996 but has been terminated effective 31 December 1996 so that there are no further accruals of benefits thereafter. The RCP provides a pension calculated on the basis of 50% of the applicable Directors' fees in force on 31 December 1996, to be paid for a period equal in duration to the Director's length of service on the Board up to that date. In 1996, $11,656 was paid under the RCP to a Director who retired during the year.
The DSUP is intended to link the interests of Directors more closely with those of Shareholders.
PERFORMANCE GRAPH
The following graph compares the cumulative total Shareholder return on Can. $100 invested in Shares with the cumulative total return of the Toronto Stock Exchange 300 Stock Index, assuming reinvestment of all dividends. Additional comparisons, which the Personnel Committee believes to be appropriate, are provided with respect to two U.S. Dollar-based indices, the Standard & Poor's 500 Index and the Standard & Poor's Aluminum Index.
1991 1992 1993 1994 1995 1996
Alcan $100 $ 98 $124 $160 $191 $212
S & P 500 Index 100 103 117 120 163 205
TSE 300 100 98 132 130 149 192
S & P Aluminum Index 100 105 108 129 158 183
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the Shares beneficially owned and Options held by each Director and all Directors and Executive Officers as a group, including Shares over which control or direction is exercised by such persons:
(1) See Alcan Executive Share Option Plan described on page 22. (2) In respect to Mr. Bougie, the figures include Shares subject to Options referred to in note (1) above.
Mr. Bata beneficially owns 940 Shares. A trust in which Sir George Russell's children have an interest owns 10,380 Shares. Mrs. Bata and Sir George Russell disclaim beneficial ownership in the Shares owned by Mr. Bata and the Russell children, respectively.
Mr. Blundell and his wife beneficially own, respectively, 2,000 and 1,500 Floating Rate Cumulative Redeemable Preference Shares, Series C.
Mr. Engen owns his Shares jointly with his wife.
ITEM 13
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Non-Executive Directors are not indebted to Alcan.
The required details with regard to Option Loans given to all Executive Officers (including the Named Executive Officers) are shown in the following table. The aggregate indebtedness of all officers, directors, employees and former officers, directors and employees of Alcan and its subsidiaries (including the Named Executive Officers) to Alcan in respect of Option Loans at 10 February 1997 was $4,250,029.
The terms of Option Loans are described on page 22.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SHARE PURCHASE PROGRAMS
(1) Security for the indebtedness is provided by the deposit of the certificates representing the relevant Shares with Canada Trust Company, as trustee, which holds the certificates registered in its name until full repayment of the particular Option Loan has been made to Alcan. (2) Mr. Bougie is a nominee for election as Director.
(1) OTHER INDEBTEDNESS
The required details with regard to indebtedness of Executive Officers to Alcan other than in respect of Option Loans is shown on the following table. The aggregate indebtedness of all officers and employees and former officers and employees of Alcan and its subsidiaries to Alcan other than in respect of Option Loans at 10 February 1997 is $2,002,997.
(1) The indebtedness consists of a residential loan from Alcan. The loan is interest-free, is secured by a mortgage on the residence and matures on 13 May 2004. (2) The loan was repaid on 30 December 1996.
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
See Annual Report, pages 38 to 58 and the Auditors' Report on page 37 thereof.
See comments by Independent Auditors on Canada-U.S. reporting conflicts on page 43.
2. FINANCIAL STATEMENT SCHEDULES
The required information is shown in the consolidated financial statements or notes thereto.
3. EXHIBITS
References to documents filed by the Company prior to April 1987 are to SEC File No. 1-3555. References to documents filed by the Company after April 1987 are to SEC File No. 1-3677.
(3) Articles of Incorporation and By-laws:
3.1 Certificate of Amalgamation dated 1 January 1995, Certificate of Amendment dated 8 May 1995. (Filed herewith.)
3.2 By-law No. 1A. (Incorporated by reference to exhibit 3.5 to the Annual Report on Form 10-K of the Company for 1987.)
(4) Instruments defining the rights of security holders:
4.1 No long-term debt instrument is required to be filed herewith, and the Company agrees to furnish a copy of any such instrument to the Commission upon request.
4.2 Form of certificate for the Registrant's Common Shares. (Incorporated by reference to exhibit 4.2 to the Annual Report on Form 10-K of the Company for 1989.)
4.3 Shareholder Rights Agreement as amended and restated on 24 April 1995 between Alcan Aluminium Limited and The R-M Trust Company as Rights Agent, which Agreement includes the form of Rights Certificates. (Incorporated by reference to exhibit 4 to the Company's Report on Form 8-K filed on 5 May 1995.)
(10) Material Contracts
10.1 Alcan Pension Plan (Canada), restated version, as of October 1990. (Incorporated by reference to exhibit 10.1 to the Annual Report on Form 10-K of the Company for 1990.)
10.1.1 Amendments dated 1 January 1992. (Incorporated by reference to exhibit 10.1.1 to the Annual Report on Form 10-K of the Company for 1991.)
10.1.2 Amendments dated 1 January 1990, Schedule 93-2. (Incorporated by reference to exhibit 10.1.2. to the Annual Report on Form 10-K of the Company for 1994.)
10.1.3 Amendments dated 1 January 1994, Schedule 93-3 and Schedule 93-4. (Incorporated by reference to exhibit 10.1.3. to the Annual Report on Form 10-K of the Company for 1994.)
10.1.4 Amendments dated 31 December 1994, for Schedule 95-1, 1 January 1996 for Schedule 95-2, 1 January 1992 for Schedule 95-3 and 1 January 1995 for Schedule 95-4. (Incorporated by reference to exhibit 10.1.4 to the Annual Report on Form 10-K of the Company for 1995.)
10.1.5 Amendments dated 1 July 1996 for Schedule 96-1, 1 November 1996 for Schedule 96-2, 1 January 1992 for paragraphs 1, 2 and 3 of Schedule 96-3 and 1 January 1996 for paragraph 4 of Schedule 96-3. (Filed herewith.)
10.2 Alcan Executive Share Option Plan. (Incorporated by reference to the section titled "The Plan" on pages 3 through 8 and on pages 3 through 7 of the Prospectuses dated 30 April 1990 and 28 April 1993, respectively, filed as part of the Company's Registration Statements on Form S-8, Registration Nos. 33-34716 and 33- 61790.)
10.3 Alcan Aluminium Limited Executive Performance Award Plan revised as of October 1994. (Incorporated by reference to exhibit 10.3 to the Annual Report on Form 10-K of the Company for 1994.)
10.4 Alcan Aluminium Limited Financial Counselling Plan. (Incorporated by reference to the exhibit of that name filed with the Annual Report on Form 10-K of the Company for 1981.)
10.5 Alcan Aluminium Limited Executive Automobile Programme revised as of 1 January 1992. (Incorporated by reference to exhibit 10.5 to the Annual Report on Form 10-K of the Company for 1991.)
10.6 Alcan Aluminium Limited Flexible Perquisites Program. (Incorporated by reference to exhibit 10.6 to the Annual Report on Form 10-K of the company for 1995.)
10.7 Form of Supplemental Retirement Benefits Agreement. (Incorporated by reference to exhibit 10.6 filed with the Annual Report of the Company on Form 10-K for 1983.)
10.8 Alcan Supplemental Retirement Benefit Plan (Canada), February 1992 edition. (Incorporated by reference to exhibit 10.8 to the Annual Report on Form 10-K of the Company for 1991.)
10.8.1 Amendments dated 1 January 1994, Schedule 93-1. (Incorporated by reference to exhibit 10.7.1 to the Annual Report on Form 10-K of the Company for 1994.)
10.8.2 Amendments dated 23 September 1993. (Incorporated by reference to exhibit 10.8.2 to the Annual Report on Form 10-K of the Company for 1994.)
10.9 Indemnity Agreement with Jacques Bougie. Substantially similar agreements have been entered into with all current Directors of Alcan Aluminium Limited. (Incorporated by reference to exhibit 10.9 to the Annual Report on Form 10-K of the Company for 1995.)
10.10 Alcan Aluminium Limited Retirement Compensation Plan for Non-Executive Directors dated 27 April 1995. (Incorporated by reference to exhibit 10.10 to the Annual Report on Form 10-K of the Company for 1995.)
10.10.1 Amendment dated 1 January 1997. (Filed herewith.)
10.11 Alcan Aluminium Limited Deferred Share Unit Plan for Non-Executive Directors dated 1 January 1997. (Filed herewith.)
(13) Annual Report. (Filed herewith.)
(21) Subsidiaries and related companies of the Company are listed on pages 37 to 41.
(23) Consent of Independent Accountants is on page 36.
(99) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. (Filed herewith.)
(b) REPORTS ON FORM 8-K The Company has not filed any Form 8-K reports during the quarter ended 31 December 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALCAN ALUMINIUM LIMITED
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on 27 March 1997.
/s/ Sonja I. Bata - ----------------------------------- Sonja I. Bata, Director
- ----------------------------------- W. R. C. Blundell, Director
/s/ Jacques Bougie - --------------------------------------------------------------- Jacques Bougie, Director, President and Chief Executive Officer (Principal Executive Officer)
/s/ Warren Chippindale - ---------------------------------- Warren Chippindale, Director
/s/ D. Travis Engen - ---------------------------------- D. Travis Engen, Director
/s/ John R. Evans - ------------------------------------ John R. Evans, Chairman of the Board
/s/ Allan E. Gotlieb - ------------------------------------ Allan E. Gotlieb, Director
/s/ J. E. Newall - --------------------------------------------- J. E. Newall, Director
/s/ Peter H. Pearse - --------------------------------------------- Peter H. Pearse, Director
/s/ Sir George Russell - --------------------------------------------- Sir George Russell, Director
/s/ Guy Saint-Pierre - --------------------------------------------- Guy Saint-Pierre, Director
/s/ Gerhard Schulmeyer - --------------------------------------------- Gerhard Schulmeyer, Director
/s/ Suresh Thadhani - ----------------------------------------------------------- Suresh Thadhani, Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Denis G. O'Brien - --------------------------------------------- Denis G. O'Brien, Controller (Principal Accounting Officer)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Directors of Alcan Aluminium Limited:
We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-8 (Nos. 33-6070, 33-34716 and 33-61790) and on Form S-3 (Nos. 2-78568, 2-78713 and 33-82754) of Alcan Aluminium Limited of our Report dated 13 February 1997 appearing on page 37 of the 1996 Annual Report to Shareholders. Our Report is incorporated by reference in this Annual Report on Form 10-K. We also consent to the reference to us under the caption "Experts" in such Prospectuses.
COMMENTS FOR U.S. READERS BY INDEPENDENT AUDITORS ON CANADA-U.S. REPORTING CONFLICT
In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there are changes in accounting principles that have a material effect on the comparability of a company's financial statements such as the changes described in note 3 of the financial statements. Our report to the Shareholders dated 13 February 1997 is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditors' report when the change is properly accounted for and adequately disclosed in the financial statements.
EXHIBIT NO. 21.: SUBSIDIARIES, RELATED COMPANIES, ETC.
With the exception of a number of subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary, the subsidiaries of Alcan, as of 1 March 1997, are listed below. All subsidiaries and joint ventures named below are consolidated in the financial statements incorporated by reference in this report. The list also includes several related companies for which Alcan reports its interest in the net income or loss of such companies. Alcan is the direct owner of the stock of each subsidiary or related company, except where the name is indented. Indentation signifies that the principal ownership by Alcan is through the company under which the indentation is made; where there is additional ownership through another company also listed below, that additional ownership is described in the end-note on page 41.
* A company with unlimited liability
(16) Nippon Light Metal Company, Ltd., Japan's largest aluminum company, has its principal operations in Japan and has subsidiaries and related companies in many countries including Brazil, Canada, China, Indonesia, Malaysia and Thailand.
* The effective ownership of Alcan, via Alcan Nikkei Asia Holdings Ltd., is 6.6%.
EXHIBIT INDEX
Item No. Description - -------- -----------
(3) Articles of Incorporation and By-laws:
3.1 Certificate of Amalgamation dated 1 January 1995, Certificate of Amendment dated 8 May 1995. (Filed herewith.)
3.2 By-law No. 1A. (Incorporated by reference to exhibit 3.5 to the Annual Report on Form 10-K of the Company for 1987.)
(4) Instruments defining the rights of security holders:
4.1 No long-term debt instrument is required to be filed herewith, and the Company agrees to furnish a copy of any such instrument to the Commission upon request.
4.2 Form of certificate for the Registrant's Common Shares. (Incorporated by reference to exhibit 4.2 to the Annual Report on Form 10-K of the Company for 1989.)
4.3 Shareholder Rights Agreement as amended and restated on 24 April 1995 between Alcan Aluminium Limited and The R-M Trust Company as Rights Agent, which Agreement includes the form of Rights Certificates. (Incorporated by reference to exhibit 4 to the Company's Report on Form 8-K filed on 5 May 1995.)
(10) Material Contracts
10.1 Alcan Pension Plan (Canada), restated version, as of October 1990. (Incorporated by reference to exhibit 10.1 to the Annual Report on Form 10-K of the Company for 1990.)
10.1.1 Amendments dated 1 January 1992. (Incorporated by reference to exhibit 10.1.1 to the Annual Report on Form 10-K of the Company for 1991.)
10.1.2 Amendments dated 1 January 1990, Schedule 93-2. (Incorporated by reference to exhibit 10.1.2. to the Annual Report on Form 10-K of the Company for 1994.)
10.1.3 Amendments dated 1 January 1994, Schedule 93-3 and Schedule 93-4. (Incorporated by reference to exhibit 10.1.3. to the Annual Report on Form 10-K of the Company for 1994.)
10.1.4 Amendments dated 31 December 1994, for Schedule 95-1, 1 January 1996 for Schedule 95-2, 1 January 1992 for Schedule 95-3 and 1 January 1995 for Schedule 95-4. (Incorporated by reference to exhibit 10.1.4 to the Annual Report on Form 10-K of the Company for 1995.)
10.1.5 Amendments dated 1 July 1996 for Schedule 96-1, 1 November 1996 for Schedule 96-2, 1 January 1992 for paragraphs 1, 2 and 3 of Schedule 96-3 and 1 January 1996 for paragraph 4 of Schedule 96-3. (Filed herewith.)
10.2 Alcan Executive Share Option Plan. (Incorporated by reference to the section titled "The Plan" on pages 3 through 8 and on pages 3 through 7 of the Prospectuses dated 30 April 1990 and 28 April 1993, respectively, filed as part of the Company's Registration Statements on Form S-8, Registration Nos. 33-34716 and 33- 61790.)
10.3 Alcan Aluminium Limited Executive Performance Award Plan revised as of October 1994. (Incorporated by reference to exhibit 10.3 to the Annual Report on Form 10-K of the Company for 1994.)
10.4 Alcan Aluminium Limited Financial Counselling Plan. (Incorporated by reference to the exhibit of that name filed with the Annual Report on Form 10-K of the Company for 1981.) EXHIBIT INDEX
Item No. Description - -------- -----------
10.5 Alcan Aluminium Limited Executive Automobile Programme revised as of 1 January 1992. (Incorporated by reference to exhibit 10.5 to the Annual Report on Form 10-K of the Company for 1991.)
10.6 Alcan Aluminium Limited Flexible Perquisites Program. (Incorporated by reference to exhibit 10.6 to the Annual Report on Form 10-K of the company for 1995.)
10.7 Form of Supplemental Retirement Benefits Agreement. (Incorporated by reference to exhibit 10.6 filed with the Annual Report of the Company on Form 10-K for 1983.)
10.8 Alcan Supplemental Retirement Benefit Plan (Canada), February 1992 edition. (Incorporated by reference to exhibit 10.8 to the Annual Report on Form 10-K of the Company for 1991.)
10.8.1 Amendments dated 1 January 1994, Schedule 93-1. (Incorporated by reference to exhibit 10.7.1 to the Annual Report on Form 10-K of the Company for 1994.)
10.8.2 Amendments dated 23 September 1993. (Incorporated by reference to exhibit 10.8.2 to the Annual Report on Form 10-K of the Company for 1994.)
10.9 Indemnity Agreement with Jacques Bougie. Substantially similar agreements have been entered into with all current Directors of Alcan Aluminium Limited. (Incorporated by reference to exhibit 10.9 to the Annual Report on Form 10-K of the Company for 1995.)
10.10 Alcan Aluminium Limited Retirement Compensation Plan for Non-Executive Directors dated 27 April 1995. (Incorporated by reference to exhibit 10.10 to the Annual Report on Form 10-K of the Company for 1995.)
10.10.1 Amendment dated 1 January 1997. (Filed herewith.)
10.11 Alcan Aluminium Limited Deferred Share Unit Plan for Non-Executive Directors dated 1 January 1997. (Filed herewith.)
(13) Annual Report. (Filed herewith.)
(21) Subsidiaries and related companies of the Company are listed on pages 37 to 41.
(23) Consent of Independent Accountants is on page 36.
(99) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. (Filed herewith.)