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chairman of the board of directors of the Company and Nortel Networks Limited, in the form of share units until such time as the share
ownership guidelines are met. Share units credited under the Directors’ Deferred Share Compensation Plans are included in the calculation of
the number of common shares of the Company owned by a director for this purpose. Messrs. Bischoff and Manley have been prevented under
applicable securities laws from participating in the Directors Deferred Share Compensation Plans due to the delay in the filing of the restated
financial statements and related periodic reports of the Company and Nortel Networks Limited.
Retirement benefits are not paid to non-employee directors of the Company or to non-employee directors of Nortel Networks Limited
elected after January 1, 1996. Non-employee directors of Nortel Networks Limited elected prior to January 1, 1996 are entitled to receive
retirement benefits equal to 75 percent of the greater of $27,500 and the annual retainer paid to each director at retirement, indexed to reflect
approximately half of the increase in directors’ retainers after retirement. The benefits are payable for a maximum of ten years.
From his appointment in April 2001 to December 31, 2003, Mr. Wilson’s additional compensation for serving as non-executive chairman of
the board of directors of the Company and Nortel Networks Limited from each of the Company and Nortel Networks Limited was $45,000 per
fiscal quarter. As with the directors’ annual fees, Mr. Wilson’s additional compensation for serving as non-executive chairman of the board of
the Company and of Nortel Networks Limited was initially increased to $50,000 per fiscal quarter from each of the Company and Nortel
Networks Limited for the period from January 1, 2004 to June 30, 2004. Effective July 1, 2004, his additional compensation for serving as non-
executive chairman of the board of directors of the Company and of Nortel Networks Limited was reduced back to the $45,000 per fiscal
quarter that was being paid prior to January 1, 2004 by each of the Company and Nortel Networks Limited. The boards of directors also
determined that the amount of additional compensation for serving as non-executive chairman paid to Mr. Wilson from July 1, 2004 to
December 31, 2004 would be reduced so that the total amount of additional compensation to be paid to Mr. Wilson in 2004 for serving as non-
executive Chairman would equal his pre-2004 compensation. The net effect of these determinations was that the additional fees paid to
Mr. Wilson for serving as non-executive Chairman remain unchanged since his original appointment.
Compensation committee interlocks and insider participation
The joint leadership resources committee of the boards of directors of the Company and Nortel Networks Limited is comprised of members
from the boards of directors of the Company and Nortel Networks Limited. The members of the joint committee are Messrs. R.E. Brown
(chairman), S.H. Smith, Jr., and L.R. Wilson. Mr. Owens served as a member of the joint committee until April 27, 2004, but resigned from the
committee prior to being appointed President and Chief Executive Officer of the Company and Nortel Networks Limited. No other changes to
the membership of the joint committee have occurred during 2004 or 2003. No member of the joint committee was an officer (within the
meaning of applicable United States securities rules) or employee of the Company or any of its subsidiaries at any time during 2004 or 2003.
No executive officer of the Company serves on the board of directors or compensation committee of any other entity that has or has had one
or more of its executive officers serving as a member of the Company’s board of directors.
Security ownership of certain beneficial owners
We are not aware of any person who, as of December 31, 2004, beneficially owned or exercised control or direction over more than five
percent of the Company’s common shares.
Security ownership of directors and management
The following table shows the number of common shares of the Company and Bookham Technology plc beneficially owned, as of
January 7, 2005 (unless otherwise noted), by each of the Company’s directors, nominees for directors and the individuals named in the 2004
and 2003 summary compensation tables set forth above under “Executive Compensation”, as well as by the directors and executive officers as
a group, with the exception that common shares held under Canadian and U.S. investment plans and common shares subject to stock options
are as of December 31, 2004. Bookham Technology plc was an affiliate of the Company as of December 31, 2004.
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ITEM 12. Securit
y
Ownershi
p
of Certain Beneficial Owners and Mana
g
emen
t