Exhibit
99.1




1
 
 TABLE
      OF CONTENTSINVITATION
      TO SHAREHOLDERS
                  4NOTICE
      OF ANNUAL MEETING OF SHAREHOLDERS OF STANTEC
                  5MANAGEMENT
      INFORMATION CIRCULAR
                  6Solicitation
      of Proxies
                  6Registered
      Shareholders – Appointment and Revocation of Proxies
                  6Non-Registered
      (Beneficial) Shareholders – Appointment and Revocation of
      Proxies
                  7Voting
      of Shares Represented by Management Proxies
                  8PARTICULARS
      OF MATTERS TO BE ACTED ON AT THE MEETING
                  9Report
      of Management and Consolidated Financial Report
                  9Election
      of Directors
                  9Appointment
      of Auditor
                  9Other
      Business
                  10INFORMATION
      REGARDING STANTEC
                  11Interest
      of Certain Persons in Matters to be Acted Upon
                  11Currency
                  11Voting
      Shares and Their Principal Holders
                  11Normal
      Course Issuer Bid
                  11Disclosure
      of Corporate Governance Practices
                  11Board
      of Directors’ Meetings
                  12Committees
      of the Board of Directors
                  12Audit
      Committee
                  12Corporate
      Governance and Compensation Committee
                  13Election
      of Directors
                  14Majority
      Voting Policy
                  18Compensation
      of Directors
                  18Director
      Equity Ownership
                  20Age
      and Term Limits
                  20Executive
      Compensation
                  20Summary
      Compensation Table
                  21Chief
      Executive Officer Compensation
                  21Chief
      Executive Officer Share Ownership
                  22Option
      Grants During the Most Recently Completed Financial Year
                  22Aggregated
      Option Exercises During the Most Recently CompletedFinancial
      Year and Financial Year-End Option Values
                  22Equity
      Compensation Plan Information
                  23
  2
  Terms
      of the Plan
                  23Indebtedness
      of any Directors, Executive Officers and Senior Officers
                  25Employment
      Contracts
                  25Anthony
      P. Franceschini
                  25Mark
      E. Jackson
                  26Donald
      W. Wilson
                  26Valentino
      DiManno
                  27Jeffery
      Kishel
                  27Report
      on Executive Compensation
                  28Composition
      of Corporate Governance and Compensation Committee
                  28Compensation
      Philosophy
                  28Compensation
      of the Chief Executive Officer
                  29Performance
      Graph
                  30Directors’
      and Officers’ Liability Insurance
                  302008
      Shareholder Proposals
                  30Additional
      Information
                  31Directors’
      Approval
                  31SCHEDULE
      “A” – STATEMENT OF CORPORATE GOVERNANCE PRACTICES
                  32
   3
  
 
 4
 
   graphic
                STANTEC INC.
                  
                  NOTICE
      OF ANNUAL
                  MEETING
      OF SHAREHOLDERS
 
 Stantec
Inc. (Stantec) will hold its annual meeting of shareholders (the Meeting) at
Enterprise Square, 10230 Jasper Avenue, Edmonton, Alberta on Thursday, May 1,
2008 at 11:00 AM (MDT) to
 
 1.
              Receive
      Stantec’s financial statements for the financial year ended December 31,
      2007, together with the auditor’s report on those
    statements
 
 2.
              Elect
      the directors of Stantec
 
 3.
              Appoint
      an auditor and to authorize the directors to fix the auditor’s
      remuneration
 
 4.
              Transact
      any other business properly brought before the
  Meeting
 
 The
accompanying Management Information Circular contains more information regarding
these matters. Stantec’s 2007 audited financial statements are included in the
Stantec annual report which is being mailed with the circular.
 
 The Board
of Directors has fixed the close of business on March 14, 2008 as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting, and only shareholders of record on such date are entitled to vote
on these matters at the meeting.
 
 By order
of the Board of Directors
 
 
 
  Edmonton,
      Alberta
                March 14, 2008
              JEFFREY S.
      LLOYD
                Secretary
   If
      you are not able to attend the meeting in person, please exercise your
      right to vote by returning the enclosed form of proxy to Computershare
      Trust Company of Canada, 9th
      Floor, 100 University Avenue, Toronto, ON  M5J 2Y1, so as to
      arrive no later than 11:00 AM (MDT) on April 29, 2008 or, if the meeting
      is adjourned, 11:00 AM (MDT) on the second business day before any
      adjournment.
 
 5
 graphic
                  STANTEC
      INC.
                      
                      
                      MANAGEMENT INFORMATION
      CIRCULAR
                      SOLICITATION
      OF PROXIES
  SOLICITATION
OF PROXIES
  This
Management Information Circular and the accompanying form of proxy are for use
at Stantec’s annual shareholder meeting, and any adjournments or postponements,
for the purposes described in the accompanying notice of meeting. The meeting is
scheduled for 11:00 AM (MDT), Thursday, May 1, 2008 at
  Enterprise
Square
 10230
Jasper Avenue
 Edmonton
AB  T5J 4P6
 
 Stantec’s management is soliciting
proxies with this circular.  Proxies will be primarily
solicited by mail, but Stantec employees may also solicit proxies via telephone
or in person.  Stantec is bearing the costs associated with this
solicitation.  Unless otherwise noted, the information in this
circular is current to March 14, 2008.
 
 References
in this Management Information Circular to “Stantec” and the “Company” include,
as the context may require, Stantec Inc. and all or some of the companies in
which it has an interest collectively, or one or more of such companies.
References in this Management Information Circular to “our,” “us,” or “we” also
refer to “Stantec” in contexts explained above.
 
 REGISTERED
SHAREHOLDERS - APPOINTMENT AND REVOCATION OF PROXIES
  You are a
registered shareholder if your shares are held in certificate form in your name.
If you are a registered shareholder you can vote your shares in person at the
meeting, or by one of the methods described below
  1.
              To
      vote by mail or delivery, your paper proxy must by completed, signed, and
      returned in accordance with the instructions on the enclosed form of
      proxy.
  2.
              To
      vote by telephone, call the toll-free number indicated on the enclosed
      form of proxy.  Using a touch-tone telephone to select your
      voting preferences, follow the instructions of the "vote voice" and refer
      to your control number, holder account number and access number provided
      on the enclosed proxy when instructed to do so.  Note that voting by telephone
      is not available if you wish to appoint a person as a proxy other than the
      persons named on the proxy form.In such a case, your
      proxy should be voted by mail, delivery, or
  Internet.
  3.
              To
      vote using the Internet, visit the Internet website indicated on the
      enclosed form of proxy.  Follow the on-line voting instructions
      given to you over the Internet to select your voting preferences and refer
      to your control number, holder account number and access number provided
      on the enclosed proxy when instructed to do
so.
 
 If you
are not a registered shareholder, in order to vote your shares, you must follow
the steps described below under the heading “NON-REGISTERED (BENEFICIAL)
SHAREHOLDERS – APPOINTMENT AND REVOCATION OF PROXIES.”
 
  If you
are a registered shareholder and you complete and return the enclosed proxy in
one of the three methods described above, you give authority to the individuals
named in the proxy, or
 6
  an
individual of your choosing (in the case of a paper proxy or an Internet proxy),
to attend, vote and act on your behalf at the meeting.
 
 The
individuals named in the enclosed form of proxy are our directors and/or
officers.  You have
the right to appoint a person of your choice, who need not be a Stantec
shareholder, to represent you and to attend and act on your behalf at the
meeting.  If you wish to appoint someone other than individuals listed
in the enclosed proxy, please insert the name of the person you wish to appoint
in the paper proxy or the Internet proxy in the space provided for that
purpose.
 
 Whichever
method you choose, your proxy must be received by
  Computershare
Trust Company of Canada
 9th Floor,
100 University Avenue
 Toronto,
ON  M5J 2Y1
 
 before
11:00 AM (MDT) on April 29, 2008.  If the meeting is adjourned or
postponed, the proxy must be signed and received by Computershare before 11:00
AM (MDT) on the second business day before the adjourned meeting.
 
 After
you, or your attorney (duly authorized in writing), have returned a proxy to
Computershare Trust Company of Canada, you may revoke it by delivering a duly
executed proxy with a later date by paper, telephone, or
Internet.  You may also use a form of revocation of proxy or other
instrument signed by you or by your attorney authorized in writing and deliver
it to
  1.
              Our
      registered office before the end of business on the day before the meeting
      or any subsequent adjournment or postponement
or
  2.
              The
      chairman of the meeting before the start of the meeting or before any
      adjournment or postponement
  
 You may
also revoke your proxy in any other manner permitted by law.
 
 NON-REGISTERED
(BENEFICIAL) SHAREHOLDERS – APPOINTMENT AND REVOCATION OF PROXIES
 
 Only
proxies deposited by registered shareholders can be recognized and acted upon at
the meeting.  If your shares are held in the name of a nominee, such
as a bank, trust company, securities broker, trustee (including RRSP, RRIF or
RESP trustee), or other financial institution, you are considered a beneficial
shareholder.  In this event, your nominee, rather than you,
appears on Stantec’s registered shareholder list.
 
 Shares
held by a nominee must be voted according to the beneficial shareholder’s
instructions.  Regulatory policy requires nominees to seek voting
instructions from beneficial shareholders in advance of shareholder
meetings.  If you
receive a proxy from your nominee, you cannot use that proxy to vote your shares
in person at the meeting.
 
 If you
are a beneficial shareholder, there are two ways that you can vote your
shares;
 
 1.
              By
      providing, well in advance of the meeting, voting instructions to your
      nominee, who will have sent you either a request for voting instructions,
      or a form of proxy for the number of shares you hold.  You
      should carefully follow your nominee’s procedures and return instructions
      to ensure that your shares are voted at the
  meeting.
  7
 2.
                By
      attending the meeting. We do not generally have the names of
      non-registered shareholders; therefore, if you want to attend the meeting
      in person, you must have your nominee appoint you as his or her
      proxyholder in respect of your shares.  Only after having been
      appointed as a proxyholder will you be able to vote your shares at the
      meeting.  If you plan to vote in this manner, contact your
      nominee to determine what documents you need to complete to be appointed a
      proxyholder.  You will also need to register with our transfer
      agent at the meeting.
 There are
two kinds of beneficial shareholders: those who object to their names being made
known to the issuers of securities they own, called objecting beneficial owners,
and those who do not object to the issuer of the securities they own knowing who
they are, called non-objecting beneficial owners (NOBOs).
 
 We have
decided to take advantage of those provisions of National Instrument 54-101 that
permit us to deliver proxy-related material directly to our NOBOs.  If
you are a beneficial shareholder and Computershare Trust Company of Canada, our
transfer agent, has sent these materials directly to you, your name and address
and information about your holdings of common shares have been obtained in
accordance with applicable securities legislation from the intermediary holding
common shares on your behalf.  By choosing to send these materials to
you directly, we have assumed responsibility for (i) delivering these materials
to you and (ii) executing your proper voting instructions.  As a
result, NOBOs can expect to receive a scannable voting instruction form (VIF)
from our transfer agent, Computershare Trust Company of Canada.  These
VIFs are to be completed and returned to Computershare Trust Company of Canada
in the envelope provided or by facsimile.  In addition, telephone
voting and Internet voting instructions can be found in the
VIF.  Computershare Trust Company of Canada will tabulate the results
of the VIFs received from NOBOs and will provide appropriate instructions at the
meeting with respect to the common shares represented by the VIFs they
receive.  If you are a NOBO and wish to vote your common shares in
person at the meeting, please insert your own name in the space provided on the
VIF to appoint yourself as proxyholder.  Do not complete the voting
instructions, as your vote will be counted at the meeting.  Please
register with the transfer agent, Computershare Trust Company of Canada, when
you arrive.
 
 If you
are a beneficial shareholder, you should contact your nominee to discuss whether
revocation is possible and what procedure to follow.
 
 VOTING
OF SHARES REPRESENTED BY MANAGEMENT PROXIES
 
 Unless
you specify another individual, the enclosed form of proxy authorizes the two
named individuals, who represent our management, to vote your shares at the
meeting according to your instructions.  In the absence of specific
instructions, the management representatives will vote for the election of the
directors and the appointment of auditor.
 
 The form
of proxy also authorizes management representatives to use their discretion for
other matters that properly come before the meeting.  As of the date
of this circular, our management does not know of any matters to come before the
meeting other than the matters listed in the notice of meeting.
  8
 PARTICULARS
OF MATTERS TO BE ACTED ON AT THE MEETING
 
 To the knowledge of our management, the
only matters to be placed before the meeting are the matters set forth in the
Notice of Meeting and as further described below.
 1.
              Report of Management and
      Consolidated Financial
Report
 
 The
report of management and the audited consolidated financial statements for the
year ended December 31, 2007, including management’s discussion and analysis,
are contained in our 2007 annual report under Financial
Review.  Shareholders who have requested a copy of the 2007 annual
report will receive it by mail.  If you did not request a copy, you
may view the annual report online at www.stantec.com or at www.sedar.com, or,
you may obtain a copy upon request to Stantec’s Corporate Secretary at 10160 –
112 Street, Edmonton, Alberta  T5K 2L6.
 
 2.           Election of
Directors
 
 See page
14 under the heading “ELECTION OF DIRECTORS.”
 
 3.           Appointment of
Auditor
 
 It is
proposed that Ernst & Young LLP, Chartered Accountants be appointed as our
auditor for the 2008 fiscal year.
 
 Aggregate
fees paid to Ernst & Young LLP, Stantec’s external auditor, during the
fiscal years ended December 31, 2007 and 2006 were as follows:
 
 Category
              Note
              2007
              
              2006Audit
      Fees
                Audit-Related
      Fees
                Tax
      Fees
              1
                2
                3
              $1,021,000
                11,000
                695,000
              
              $1,056,000
                0
                532,000Total
              
              $1,727,000
              
              $1,588,000
 
 1 -
      Audit Fees – audit services provided by Ernst & Young LLP for the
      audit and review of Stantec’s financial statements or services normally
      provided by Ernst & Young LLP in connection with statutory and
      regulatory filings or engagements.
 2 -
      Audit-Related Fees – assurance and related services provided by Ernst
      & Young LLP that are reasonably related to the performance of the
      audit or review of the financial statements and are not reported under
      “Audit Fees.”
 3 -
      Tax Fees – professional services rendered by Ernst & Young LLP for tax
      compliance, tax advice, and tax planning, including tax advice and due
      diligence relating to potential business
  acquisitions.
 
 Unless
you specify otherwise by proxy or by voting at the meeting, the management
representatives designated in the form of proxy intend to vote for the
reappointment of Ernst & Young LLP, Chartered Accountants as our auditor to
hold office until the close of the next annual shareholders’ meeting and to
authorize our directors to set Ernst & Young LLP’s remuneration for the
year.  Ernst & Young LLP has served as Stantec’s auditor since
December 11, 1993.
 9
 
 
 4.           Other Business
 
 We do not
know of any other matter that will come before the meeting other than the
matters disclosed in the notice of meeting.
   10
 INFORMATION
REGARDING STANTEC
 
 INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
 
 To our
knowledge, none of our directors or executive officers, or any associate or
affiliate of any such person, has any material interest, direct or indirect, by
way of securities or otherwise, in any matter to be acted upon at the meeting
other than the election of directors.
 
 CURRENCY
 
 All
currency in this Management Information Circular is in Canadian dollars, except
where otherwise indicated.
 
 VOTING
SHARES AND THEIR PRINCIPAL HOLDERS
 
 As of the
record date (March 14, 2008), Stantec has 45,648,773common
shares issued and outstanding.  Each holder of common shares on the
record date will be entitled to one vote on all matters proposed to come before
the meeting for each common share held.
 
 To the
knowledge of our directors and officers, no person beneficially owns, directly
or indirectly, or controls or directs more than 10% of Stantec’s outstanding
common shares.
 
 NORMAL
COURSE ISSUER BID
 
 On May
28, 2007, we announced our intention to make a normal course issuer bid starting
June 1, 2007 and expiring May 31, 2008.  During this period, we may
acquire up to 2,279,496  common shares, being approximately 5% of the
issued and outstanding common shares at the time of the issuer bid’s
announcement.
 
 We
believe that, at certain times, the market price of our common shares may not
adequately reflect the value of our business and our future business
prospects.  As a result, we believe that our outstanding common shares
may, at such times, represent an attractive investment and an appropriate and
desirable use of our available funds.  We will purchase our common
shares for cancellation.
 
 Purchases
will be effected through the Toronto Stock Exchange (TSX) facilities, in
accordance with its by-laws, rules, and policies.  We will pay the
market price for any common shares we acquire.
 
 You may
contact us at: 200 - 10160 - 112 Street, Edmonton AB T5K 2L6 to obtain a copy of
our Notice of Intention to Make a Normal Course Issuer Bid that was filed with
the TSX.  The Notice of Intention to Make a Normal Course Issuer Bid
is also available on SEDAR at www.sedar.com.
 
 DISCLOSURE
OF CORPORATE GOVERNANCE PRACTICES
 
 Our Board
of Directors believes in the importance of sound corporate governance
practices.
 
 In
Canada, the guidelines and rules applicable to our Company are National
Instrument 58-101, Disclosure of Corporate Governance Practices (“NI 58-101”),
National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) and
Multilateral Instrument 52-110 Audit Committees (“MI 52-110”).  Our
practices required pursuant to NI 58-101 are described in Schedule “A” to this
circular.
 11
 As a New
York Stock Exchange (NYSE) listed company, we also closely follow the corporate
governance standards set out in the NYSE Listed Company
Manual.  Please see Schedule “A” for a summary of where our corporate
governance practices differ significantly from the NYSE standards.  We
continue to monitor and adapt as corporate governance standards
evolve.
 
 Board
of Directors’ Meetings
 
 There
were six Board of Directors’ meetings in 2007. The Board of Directors has met
twice in 2008 and five additional meetings are scheduled. The agenda for these
scheduled Board of Directors’ meetings, and whether additional meetings are
necessary, will depend on the state of our affairs, including any opportunities
or problems facing us.
 
 It is our
current practice to hold at least one Board of Directors’ meeting each year at a
location other than the head office.  Management feels that we benefit
from giving directors broad exposure to our business and
operations.  At these meetings, directors are given the opportunity to
meet with senior management in different regions.  Last year, Board of
Directors’ meetings were held in Edmonton, Alberta, and New York, New
York.
 
 Committees
of the Board of Directors
 
 In 2007,
there were two committees of the Board of Directors: (1) the Audit Committee and
(2) the Corporate Governance and Compensation Committee.
 
 Audit
Committee
 
   The Audit Committee
      members are all independent directors.  The committee members
      are William D. Grace, Chairman, Robert R. Mesel, and Ivor M.
      Ruste.  In summary, the committee monitors, evaluates, approves,
      and makes recommendations on matters affecting our external audit,
      financial reporting, and accounting control
  policies.
  The Audit
Committee met nine times in 2007. In addition to formal meetings, the members of
the Audit Committee meet informally as required, either in person or by
telephone. The chairman of the Audit Committee provides regular reports at our
Board of Directors’ meetings.
 
 Additional
information regarding the Audit Committee and its members and the text of the
Audit Committee Terms of Reference may be found in our Annual Information Form
dated March 27, 2008, filed on SEDAR at www.sedar.com.
 
 12
 Corporate
Governance and Compensation Committee
  The
      Corporate Governance and Compensation Committee members are all
      independent directors.  The committee members are Robert J.
      Bradshaw, Chairman, William D. Grace and Susan E.
      Hartman.
                  
                  This
      committee makes recommendations to the Board of Directors
    on
 Corporate
Governance Matters
 
 ·
              Developments
      in the area of corporate governance
generally
 
 ·
              Composition
      and size of the Board of Directors
 
 ·
              Appropriate
      candidates for nomination to the Board of
  Directors
 
 ·
              Providing
      an orientation and education program for new
  directors
 
 ·
              Evaluating
      the performance of the Board of Directors, any committees, and individual
      directors
 
 ·
              Considering
      and approving any requests by an individual director to engage outside
      experts at our expense
 
 Compensation
Matters
 
 ·
              Compensation
      policies reflecting the rationale for each element of executive pay,
      including the link between compensation and performance and the level of
      competitiveness of the total compensation
  package
 
 ·      Administration
of our employee share option plan
 
 ·
              Executive
      management compensation, including bonuses, stock options, pensions, and
      benefits
 
 ·      Compensation
for the chief executive officer
 
 ·      Senior
management performance reviews
 
 ·      Our
succession plans for executive management positions
 
 The
Corporate Governance and Compensation Committee met twice in 2007. The chairman
of the Corporate Governance and Compensation Committee provides regular reports
at our Board of Directors’ meetings.
 
 13
 ELECTION
OF DIRECTORS
 
 Seven
directors will be elected at the meeting.  The management
representatives named in the form of proxy intend to vote for the nominees
listed below.  All of the listed nominees are currently directors and
all of the current directors’ appointments will expire at the
meeting.  Our management believes that each of the listed nominees
will be able to serve as a director.  If for any reason before the
meeting, a nominee is unable to serve as a director, the persons named in the
form of proxy have the discretion to vote for another nominee at the
meeting.  Each elected director will hold office until the next annual
general meeting or until a successor is duly elected or appointed.
 
 The
number of common shares and deferred share units held by each of the directors
as described below is at March 14, 2008.  The value of the common
shares and deferred share units described for each of the directors is
calculated based upon the closing price of our common shares on March 14,
2008.
 
 Ronald
Triffo - Chairman of the Board of Directors, Stantec Inc.
 Edmonton,
AB – Canada
 Age:  68
 
 Ronald Triffo has been
      associated with Stantec since 1977.  He was appointed president
      in 1983, president and chief executive officer in 1988 and chairman
      of the Board of Directors in 1998.  Mr. Triffo holds a bachelor
      of science in civil engineering from the University of Manitoba and a
      master of science in engineering from the University of
      Illinois.  He is currently a director of TELUS Corporation (TSX,
      NYSE) as well as the chairman of the Alberta Ingenuity
      Fund.  Mr. Triffo is the immediate past chair of Alberta
      Treasury Branches (ATB Financial) and a past chair of the Alberta Economic
      Development Authority. He also serves on the board of Alberta’s Promise,
      the Advisory Council of the Faculty of Medicine and Dentistry at the
      University of Alberta, and the Board of Governors of Junior Achievement of
      Northern Alberta.  Mr. Triffo is a past president of the
      Consulting Engineers of Alberta and the Association of Consulting
      Engineers of Canada and has received several provincial and national
      awards for his extensive contributions to the engineering profession,
      community, and business.
 Director
      Since
                August
      12, 1985
              Independent
                Yes
              Common
      Shares1
                999,576
                Value:
      $30,976,860
              Options
                0
              Deferred
      Share Units
                4,000
                Value:
      $123,960
              2007
      Attendance
                Board
      Meetings
              6
      of 6




14







Robert J.
Bradshaw – Chairman, Contor Industries Limited


Toronto,
ON – Canada


Age:  60





Robert J. Bradshawhas
      been a member of the Stantec Board of Directors since 1993.  He
      is a professional engineer with a diverse background in the manufacturing,
      oil, consulting engineering, and nuclear industries, as well as in power
      generation and government service.  Mr. Bradshaw is currently
      the chairman of Contor Industries Limited, which acquires mature
      manufacturing companies requiring significant turn-around activities. The
      business of the Contor companies ranges from nuclear and aerospace to
      hydro electric, gold mining, food processing, aircraft leasing, and waste
      disposal.  Mr. Bradshaw is a director of Configuresoft,
      Inc.




Director
      Since
              December
      14, 1993
            Independent
              Yes
            Common
      Shares1
              110,000
              Value:$3,408,900
            Options
              0
            Deferred
      Share Units
              15,200
              Value:
      $471,048
            2007
      Attendance
              Board
      Meetings
              
              Corporate
      Governance & Compensation
              Committee
            5
      of 6
              
              2
      of 2









Anthony
(Tony) P. Franceschini - President & Chief Executive Officer, Stantec
Inc.


Edmonton,
AB – Canada


Age:  57





Anthony P.
      Franceschini has been with Stantec since 1978, where he has
      provided consulting services, management, and leadership, becoming chief
      executive officer in 1998.  He has served as a director of
      Stantec since the Company became publicly traded in March
      1994.  He also serves as a director of Esterline Technologies
      Corporation (NYSE-ESL), a leading manufacturer in the aerospace/defence
      markets and is a director of privately held CCI Thermal Technologies Inc.,
      an Edmonton-based manufacturer of industrial heating products and
      custom-engineered process heating equipment.  Mr. Franceschini
      is also a member of the not-for-profit University of Alberta Hospital
      Foundation.




Director
      Since
              February
      3, 1994
            Independent
              No
            Common
      Shares1
              341,058
              Value:
      $10,569,387
            Options
              300,000
            Deferred
      Share Units
              Not
      eligible
            2007
      Attendance
              Board
      Meetings
            6
      of 6










15


Susan
E. Hartman – President and Owner, The Hartman Group


Rochester,
NY – USA


Age:  57





Susan E. Hartman has
      been a member of Stantec’s Board of Directors since 2004.  Ms.
      Hartman holds a bachelor of science in chemistry and has diverse
      experience in strategic planning, business management, mergers and
      acquisitions, operations, and international business
      development.  In 1993 she started her own management consulting
      firm, The Hartman Group.  Ms. Hartman continues as president and
      owner of The Hartman Group, leading the company’s consulting services in
      the area of strategic and operational planning, overall business
      assessment, process optimization, and project management.  She
      currently serves as a board member on The SCORE Foundation and was
      recently appointed to the boards of Electri-Cord Manufacturing Co., Pierce
      Industries, and Unity Health
Systems.




Director
      Since
              November
      4, 2004
            Independent
              Yes
            Common
      Shares1
              4,650
              Value:
      $144,103
            Options
              0
            Deferred
      Share Units
              11,200
              Value:
      $347,088
            2007
      Attendance
              Board
      Meetings
              
              Corporate
      Governance & Compensation
              Committee
            6
      of 6
              
              2
      of 2







Aram
H. Keith – Vice-Chairman of the Board of Directors, Stantec Inc.


Irvine,
CA – USA


Age:  63





Aram H. Keith
      co-founded The Keith Companies, Inc. in March 1983 and served as its
      chief executive officer and chairman of the Board of Directors until its
      acquisition by Stantec in 2005. During that time, the firm grew to have
      17 offices and over 850 employees. Under his leadership, The Keith
      Companies won many major awards for its outstanding
      projects.  Mr. Keith has been a licensed civil engineer since
      1972. He received a bachelor of science in civil engineering from
      California State University at Fresno and was recently named Alumni of the
      Year. Mr. Keith was named an Entrepreneur of the Year by Ernst & Young
      and his firm was named one of the Top 10 Large Firms to Work For by Civil Engineering News
      in 2005.  Mr. Keith has served his church in many capacities
      throughout the years and currently sits on its Board of Trustees. He has
      also been involved in groups like the Boy Scouts, the Boys and Girls
      Clubs, the Special Olympics, City of Hope, and Concordia
      University.


Director
      Since
              November
      3, 2005
            Independent
              No
            Common
      Shares1
              222,162
              Value:
      $6,884,800
            Options
              0
            Deferred
      Share Units
              800
              Value:$24,792
            2007
      Attendance
              Board
      Meetings
            6
      of 6







16


Robert
R. Mesel – Corporate Director


Kiawah
Island, SC – USA


Age:  72





Robert R. Mesel has
      been a member of Stantec’s Board of Directors since 2004.  Mr.
      Mesel is an experienced business professional with expertise in business
      development, administration, accounting, and finance.  Prior to
      his retirement in 1998, Mr. Mesel was a director and/or trustee for many
      prestigious organizations, including the Financial Executive Institute
      (Northeast Ohio Chapter), Ohio Council for Economic Education, Greater
      Cleveland Salvation Army, and Canisius College.  Mr. Mesel
      completed his bachelor of business administration in accounting at
      Canisius College, his masters of business administration at State
      University of New York at Buffalo, and the advanced management program at
      Harvard Business School.  He is also the past president of
      BP Chemicals Inc. and Chase Brass & Copper
      Company.




Director
      Since
              November
      4, 2004
            Independent
              Yes
            Common
      Shares1
              5,000
              Value:
      $154,950
            Options
              0
            Deferred
      Share Units
              11,200
              Value:
      $347,088
            2007
      Attendance
              Board
      Meetings
              
              Audit
      Committee
            6
      of 6
              
              9
      of 9







Ivor
M. Ruste – Executive Vice President & Chief Risk Officer, EnCana
Corporation


Calgary,
AB – Canada


Age:  52





Ivor Rustejoined the
      board of Stantec in February of 2007.  Mr. Ruste is currently
      executive vice president and chief risk officer for EnCana
      Corporation (an unconventional natural gas and integrated oil
      company) headquartered in Calgary. He has a bachelor of commerce
      (with distinction) from the University of Alberta and is a Fellow
      Chartered Accountant.  From 1998 to 2006, he was the managing
      partner of the Edmonton office of KPMG LLP (an international audit, tax,
      and advisory services firm) and just prior to joining EnCana in May 2006,
      was the Alberta regional managing partner and vice chair of the KPMG
      Canada Board of Directors. Mr. Ruste currently serves on the Board of
      Governors for the University of Alberta and is chair of the Audit
      Committee.  Mr. Ruste has been active over the past 27
      years in numerous other business, community, and professional
      activities.




Director
      Since
              February
      21, 2007
            Independent
              Yes
            Common
      Shares1
              1,500
              Value:
      $46,485
            Options
              0
            Deferred
      Share Units
              4,000
              Value:
      $123,960
            2007
      Attendance
              Board
      Meetings
              
              Audit
      Committee
            5
      of 6
              
              9
      of 9







1
            Denotes
      common shares currently beneficially owned, directly or indirectly, or
      controlled or directed by the
nominees.


With
      the exception of Aram H. Keith who, prior to September 15, 2005, was the
      chief executive officer and chairman of the board of The Keith Companies,
      Inc., and Ivor M. Ruste who, prior to March 1, 2006, was a managing
      partner of the Edmonton office of KPMG LLP, each of the directors of
      Stantec has been engaged for more than five years in their present
      principal occupation or in other capacities with the company or
      organization (or a predecessor thereof) in which they currently hold their
      principal occupation.





17


MAJORITY
VOTING POLICY





In
November 2007, the board reviewed and adopted a majority voting policy on
the recommendation of the Corporate Governance and Compensation
Committee.  Under this new policy, a director who is elected in an
uncontested election with more votes withheld than cast in favor of his or her
election will be required to tender his or her resignation following
certification of the shareholder vote. The Corporate Governance and
Compensation Committee will promptly consider the resignation and will recommend
to the board whether or not to accept the tendered resignation. The board
expects that resignations will be accepted unless there are extenuating
circumstances that warrant a contrary decision.  We will promptly
publicly disclose the board’s decision and process in a periodic or current
report filed with the Canadian Securities
Administrators.





COMPENSATION
OF DIRECTORS





Mr.
Triffo, the chairman of the Board of Directors, receives a retainer in the
amount of $75,000 per year as a director fee retainer pursuant to an agreement
with Stantec.  Mr. Triffo is entitled to participate in the deferred
share unit program and is also entitled to the same meeting fees as other
Directors.  This agreement with Mr. Triffo will end when he ceases to
be the chairman of the Board of Directors.





Mr.
Keith, vice-chairman of the Board of Directors, receives US$125,000 per year as
a director fee retainer pursuant to an agreement with Stantec.  He is
not paid any additional amounts for attending Board of Directors’ meetings or
committee meetings or for attending meetings or events in support of the
Company.  This agreement with Mr. Keith was scheduled to end on
September 29, 2006, whereupon his director compensation would revert to the
compensation paid, from time to time, to independent members of the Stantec
Board of Directors, pursuant to an agreement with Stantec. The Board of Directors
extended the agreement until December 31, 2007.  As of January 1,
2008, Mr. Keith receives the same compensation as other directors.





The
president and chief executive officer, Mr. Franceschini, is not compensated for
acting as a director.





The
remaining directors are paid according to our director compensation program
which is intended to





1.
            Encourage
      the directors to hold a continuing equity interest in
    Stantec


2.
            Align
      the interests of directors with the interests of
    shareholders


3.
            Attract
      and retain qualified Canadian and US
directors





The
director compensation program includes deferred share units each of which has
the same value as one of our common shares.  However, deferred share
units carry no voting rights, and cannot be transferred and carry no right to be
exchanged into our common shares.  Deferred share units cannot be
exercised until death or retirement of a director, upon which, the value of a
director’s deferred share units are paid in cash.  Each deferred share
unit will be valued at our common share market price on the last trading day of
the month of the death or retirement of


the
director.  Deferred share units are granted on the last day of the
previous quarter and once granted, the number of deferred share units will not
be adjusted even if the director dies or retires in the quarter to which a grant
of deferred share units relates.  The number of deferred share
units  held by directors and the number of deferred share units to
which directors are entitled will be appropriately adjusted for any change in
our outstanding common shares that occurs by reason of any stock split,
consolidation, or other corporate change.





18


The
directors, other than Mr. Franceschini, and Mr. Keith, receive





·
            3,200
      deferred share units a year (800 per
quarter)


·
            An
      additional $1,500 per quarter if they chair the Board of Directors’
      Corporate Governance and Compensation
Committee


·
            An
      additional $3,000 per quarter if they chair the Board of Directors’ Audit
      Committee


·
            $1,800
      for every Board of Directors’ meeting or Board of Directors’ committee
      meeting they attend





E. John
(Jack) Finn retired from the Board of Directors on May 3, 2007.  As a
result of his retirement, he was paid the amount of $449,664 which was the value
of the deferred share units he had earned as a member of the Board of
Directors.  According to our deferred share unit policy, deferred
share units are earned annually but not paid until retirement of the board
member.





The total
amount earned by our directors for the year ended December 31, 2007, was as
follows:





CASH
      COMPENSATION
            
            DEFERRED
              SHARE
      UNIT
              COMPENSATION





Board
              Meetings1
            Audit
              Committee
              Meetings
            Audit
      Chair
            Corp.
      Gov. &
              Comp.
      Committee
            Corp.
      Gov &
              Comp.
      Chair
            TotalDirectors
            $1,800/
              Meeting
            $1,800/
              Meeting
            $3,000/qtr
            $1,800/
              Meeting
            $1,500/qtr
            
            
            #
      of DSUs
            Value
      at
              Date
      of
              IssueTriffo,
      Ronald2
            $   10,800
            $  7,200
            Nil
            $   3,600
            Nil
            $  99,2902
            
            3,200
            $99,968Franceschini,
              Anthony
      P.3
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            
            Nil
            NilKeith.
      Aram H.2
            Nil
            Nil
            Nil
            Nil
            Nil
            $134,1202,4
            
            Nil
            NilBradshaw,
      Robert J.
            $   9,000
            Nil
            Nil
            $    3,600
            $  6,000
            $   18,600
            
            3,200
            $99,968Finn,
      E. John (Jack)
            $   5,400
            $   5,400
            Nil
            Nil
            Nil
            $   10,800
            
            1,600
            $45,520Grace,
      William D.
            $   10,800
            $  16,200
            $
      12,000
            $     3,600
            Nil
            $   42,600
            
            3,200
            $99,968Hartman,
      Susan E.
            $  10,800
            Nil
            Nil
            $     3,600
            Nil
            $   14,400
            
            3,200
            $99,968Mesel,
      Robert R.
            $  10,800
            $  16,200
            Nil
            Nil
            Nil
            $   27,000
            
            3,200
            $99,968Ruste,
      Ivor M.
            $   9,000
            $  16,200
            Nil
            Nil
            Nil
            $  25,200
            
            3,200
            $101,240




19


Totals
            $
      66,600
            $  61,200
            $12,000
            $   14,400
            $  6,000
            $
      372,010
            
            20,800
            $646,600





1
            A
      total of six Board of Director meetings were held in 2007, two of which
      were by conference call.


2
            Mr.
      Triffo was paid compensation of $150,000 per year as a director fee
      retainer pursuant to an agreement with Stantec.  This agreement
      was amended as of January 1, 2007 to $75,000 per year.  He is
      also entitled to participate in the deferred share unit program and is
      entitled to the same meeting fees as other directors.  As of
      December 31, 2007, Mr. Triffo earned a director fee retainer of
      $77,690.  Likewise, Mr. Keith is paid $134,120 pursuant to an
      agreement with Stantec.  Payments made to directors with respect
      to each retainer are paid within 30 days after the close of each
      quarter.  As such, the retainers earned in the fourth quarter are not
      paid to directors until the first quarter of the following year, thus
      while Mr. Triffo earned $75,000 for the calendar year 2007, he was paid
      $77,690, which represents the retainers earned during the fourth quarter
      of 2006 and the first three quarters of
2007.


3
            Mr.
      Franceschini is not compensated for acting as a
  director.


4
            Mr.
      Keith was paid $124,762 in US
dollars.





DIRECTOR
EQUITY OWNERSHIP





We
encourage our directors to have an equity position in Stantec.  Under
the board’s director ownership guideline adopted at the November 2, 2007, Board
of Directors’ meeting,  a director is required to own $200,000 in
equity either in the form of deferred share units or common shares or some
combination of both within five years of becoming a director. Each of our
directors have met this requirement.





AGE
AND TERM LIMITS





The Board
of Directors does not believe it should establish term limits.  While
term limits could help ensure that there are fresh ideas and viewpoints
available to the Board of Directors, they hold the disadvantage of losing the
contribution of directors who have been able to develop, over a period of time,
increasing insight into us and our operations and, therefore, provide an
increasing contribution to the Board of Directors as a whole.





As an
alternative to term limits, the Corporate Governance and Compensation Committee,
in consultation with the chairman of the Board and our chief executive officer,
review each director’s continuation on the Board of Directors as least every
three years.  This will also allow each director the opportunity to
conveniently confirm his or her desire to continue as a member of the Board of
Directors.





While the
board has not adopted a formal policy regarding the retirement age of directors,
the board believes that once a director reaches the age of 72 his or her
continued service on the board should be reviewed by both the Corporate
Governance and Compensation Committee and the Board of Directors.





Upon
retirement or resignation from the Board of Directors, a director is not
entitled to, nor does the director receive, any form of retirement
compensation.  The only payment received by a director upon retirement
or a resignation is the earned value of the director’s deferred share
units.





EXECUTIVE
COMPENSATION





Summary
Compensation Table




20


The
following table summarizes the compensation for our chief executive officer and
chief financial officer and the next three most highly compensated executive
officers, collectively, our “named executive officers.”





Name
      and Principal
              Position
            Year
            Annual
      Compensation
            Long-Term
              Compensation
              Awards
            All
      Other
              CompensationSalary
            Bonus1
            Securities
              under
      Options2A.P.
      FRANCESCHINI
              President
      & CEO
            2007
              2006
              2005
            $375,005
              $375,005
              $375,004
            $1,896,522
              $1,722,106
              $1,161,425
            Nil
              Nil
              Nil
            $7,5003
              $7,5003
              $7,7303M.E.
      JACKSON
              Senior
      Vice President & COO
            2007
              20062
              005
            $270,201
              $249,109
              $226,336
            $475,000
              $350,000
              $300,000
            Nil
              10,000
              Nil
            $19,5884
              $36,0215
              $10,3053D.W.
      WILSON
              Senior
      Vice President & CFO
            2007
              2006
              2005
            $274,047
              $249,307
              $232,828
            $425,000
              $350,000
              $300,000
            Nil
              10,000
              Nil
            $13,4913
              $12,4653
              $11,8836V.
      DIMANNO
              Senior
      Vice President, Canada
            2007
              2006
              2005
            $249,048
              $223,210
              $177,991
            $425,000
              $350,000
              $200,000
            10,000
              10,000
              Nil
            $10,9333
              $8,5657
              $6,5903J.
      KISHEL (US $)
              Senior
      Vice President,
              US
      West
            2007
              2006
              2005
            $248,129
              -
              -
            $375,000
              -
              -
            10,000
              -
              -
            $11,2253
              -
              -





1.
            Represents
      bonuses earned and calculated in respect of the indicated financial
      year.


2.
            Options
      for Common Shares of Stantec.  See below for further information
      regarding option grants and exercises during the most recently completed
      financial year.


3.
            Represents
      a payment to the executive officer’s registered retirement
      savings/employee share purchase
plan.


4.
            Represents
      a payment to Mr. Jackson’s registered retirement savings/employee share
      purchase plan ($13,510) and a payout of vacation time that Mr. Jackson had
      accrued but not taken during his time at Stantec
  ($6,078).


5.      Represents
a payment to Mr. Jackson’s registered retirement savings/employee share purchase
plan ($12,456)anda payout of vacation time that Mr. Jackson had accrued but not
taken during his time at Stantec ($23,565).


6.      Represents
a payment to Mr. Wilson’s registered retirement savings/employee share purchase
plan ($10,533)and a service award ($1,350).


7.      Represents
a payment to Mr. DiManno’s registered retirement savings/employee share purchase
plan ($6,765)and a service award ($1,800).








Chief
Executive Officer Compensation





Compensation
            ValueBase
      salary
            $375,005Bonus
            $1,896,522ESP/RRSP
            $7,500




21


Share
      options granted in 2007 fiscal year
            0Total
      compensation
            $2,279,027





Mr.
Franceschini receives no other forms of compensation other than those items and
amounts listed in the preceding chart.





Chief
Executive Officer Share Ownership





We
believe that it is important to align the interests of Stantec’s chief executive
officer with those of our shareholders and this can be achieved by encouraging
the chief executive officer to have significant personal holdings of our common
shares.  Under the chief executive officer share ownership guideline
adopted by the board at its September 13, 2007, Board of Directors’ meeting, the
chief executive officer is required to own 2.0 times his or her annual base
salary and such ownership is to be achieved within five years of being appointed
chief executive officer.  Mr. Franceschini has met this
requirement.





Option
Grants During the Most Recently Completed Financial Year





Name
            Securities
      under
              Options1
            %
      of Total
              Options
      Granted
              to
      Employees in
              Financial
      Year
            Exercise
      or Base
              Price
      ($/Common Share)
            Market
      Value of
              Securities
              Underlying
              Options
      on the
              Date
      of Grant
              ($/Security)
            Expiration
      DateA.P.
      Franceschini
            Nil
            0.00%
            N/A
            N/A
            N/AM.E.
      Jackson
            Nil
            0.00%
            N/A
            N/A
            N/AD.W.
      Wilson
            Nil
            0,00%
            N/A
            N/A
            N/AV.
      DiManno
            10,0002
            2.14%
            $30.61
            $30.61
            August
      17, 2014J.
      Kishel
            10,0002
            2.14%
            $30.61
            $30.61
            August
      17, 2014





1      Options
granted under our employee share option plan to purchase our common
shares.


2
            3,333
      options are exercisable on August 17, 2008, 3,333 options are exercisable
      on August 17, 2009, and 3,334 options are exercisable on August 17,
      2010.





Aggregated
Option Exercises During the Most Recently Completed Financial Year and Financial
Year-End Option Values





Name
            Securities
              Acquired
              on
      Exercise
              (#)
            Aggregate
      Value
              Realized
              ($)
            Unexercised
      Options at Financial Year End
              (#)
              Exercisable/Unexercisable
            Value
      of Unexercised
              in-the-Money
      Options
              at
      Financial Year End1
              Exercisable/UnexercisableA.P.
      Franceschini
            Nil
            Nil
            240,000/60,000
            $6,907,200/$1,520,400M.E.
      Jackson
            Nil
            Nil
            45,333/6,667
            $1,288,607/$123,473D.W.
      Wilson
            21,000
            $483,050
            40,333/6,667
            $1,140,157/$123,473T.
      DiManno
            4,000
            $95,600
            32,333/16,667
            $923,037/$216,273J.
      Kishel
            Nil
            Nil
            0/10,000
            0/$82,800





22


1      The
closing price of our common shares on the TSX on December 31, 2007 was
$38.89.





EQUITY
COMPENSATION PLAN INFORMATION




Plan
      Category
            Number
      of securities to
              be
      issued upon exercise of
              outstanding
      options
              (a)
            Weighted-average
              exercise
      price of
              outstanding
      options
              (b)
            Number
      of securities remaining
              available
      for future issuance under
              equity
      compensation plans
              (excluding
      securities reflected in column (a))
              (c)Equity
      compensation
              plans
      approved by
              security
      holders
            1,751,022
            $18.32
            2,181,7321





1
            This
      number is equal to the maximum number of Stantec options authorized to be
      issued under the Stantec Share Option Plan (4,487,026) less 554,272
      Stantec options which have been exercised less the 1,751,022 Stantec
      options outstanding as at December 31,
2007.





Terms
of the Plan





Each
option granted under the Stantec employee share option plan has a maximum term
of 10 years and is exercisable on terms determined by the Board of Directors,
including vesting and restrictions on sale or other disposition of common shares
acquired upon exercise of an option. The Board of Directors establishes the
exercise price for options when issued, which in all cases cannot be less than
the closing price of the common shares on the TSX on the trading day immediately
preceding the date of the grant.





Any
common shares subject to an option which is for whatever reason cancelled or
terminated without having been exercised, are again available for grant under
the employee share option plan.





The
maximum number of common shares which may be reserved for issuance to insiders
under the employee share option plan is 10% of the common shares outstanding at
the time of the grant (on a non-diluted basis) less the aggregate number of
common shares reserved for issuance to insiders under any other share
compensation arrangement.  In addition, the maximum number of common
shares which may be issued to insiders under the plan within a one year period
is 10% of the common shares outstanding at the time of the issuance (on a
non-diluted basis), excluding common shares issued under the plan or any other
share compensation arrangement over the preceding one year
period.  The maximum number of common shares which may be issued to
any one insider under the employee share option plan within a one year period is
5% of the common shares outstanding at the time of the issuance (on a
non-diluted basis), excluding common shares issued to the insider in question
under the employee share option plan or any other share compensation arrangement
over the preceding one year period. However, any entitlement to acquire common
shares granted pursuant to the plan or any other share compensation arrangement
prior to the option holder becoming an insider shall be excluded for the
purposes of the limits set out above.





In
addition, the maximum number of common shares which may be reserved for issuance
to any one person is 5% of the common shares outstanding at the time of the
grant (on a non-diluted basis) less the aggregate number of common shares
reserved for issuance to such


person
under any other option to purchase common shares from treasury granted as
compensation or incentive mechanism.





23


Should
the number of issued and outstanding Stantec common shares change due to a stock
dividend, split, consolidation, or other corporate change, the Board of
Directors will, with the approval of the relevant stock exchange, make an
appropriate adjustment to the terms of previously issued options.





If an
option holder ceases to be eligible for the plan for any reason other than
death, each option held by that person ceases to be exercisable 30 days after
that person becomes ineligible and any option or portion of an option not vested
by the date of becoming ineligible cannot be exercised under any
circumstances.  These provisions apply regardless of whether the
person is dismissed with or without cause.





Options
are only assignable when an option holder dies and only by will or by the laws
of descent and distribution.  Following death of an option holder, his
or her legal representative may exercise the options within six months after the
date of death, but only to the extent that the options were by their terms
exercisable on the date of death.





Under the
employee share option plan, the expiry date of options expiring while a blackout
period is automatically extended to ten business days following the lifting of
the blackout.  In the event that the term of an option expires within
or within three trading days following the end of a blackout period imposed by
us, which does not include a cease trade order imposed by any securities
regulatory authority, the option expires on the date that is ten trading days
following the end of the blackout period and such expiry is not subject to the
discretion of the Board of Directors.





Shareholder
approval is required for employee share option plan amendments that
concern





a)
            Any
      amendment to the number of common shares issuable under the employee share
      option plan, including an increase in the fixed maximum number of common
      shares or a change from a fixed maximum number of common shares to a fixed
      maximum percentage




b)
            A
      reduction in the exercise price or purchase price of an option (other than
      for standard anti-dilution purposes such as in the case of a share split,
      share consolidation, or a stock dividend) held by or benefiting an
      insider




c)
            
            An
      increase in the maximum number of common shares that may be issued to
      insiders within any one year period or that are issuable to insiders at
      any time




d)
            An
      extension of the term of an option held by or benefiting an
      insider




e)
            Any
      change to the definition of “eligible person” in the employee share option
      plan which would have the potential of broadening or increasing insider
      participation




f)
            
            The
      addition of any form of financial
assistance




g)
            Any
      amendment to a financial assistance provision which is more favourable to
      participants of the employee share option
plan




24


h)
            The
      addition of a cashless exercise feature, payable in cash or securities
      which does not provide for a full deduction of the number of underlying
      securities from the employee share option plan
  reserve




i)
            
            The
      addition of a deferred or restricted share unit or any other provision
      which results in participants of the employee share option plan receiving
      securities while no cash consideration is received by
    Stantec




j)
            
            Any
      other amendments that may lead to significant or unreasonable dilution in
      Stantec’s outstanding securities or may provide additional benefits to
      eligible persons in the employee share option plan, especially insiders,
      at the expense of Stantec and its existing
  shareholders




The Board
of Directors may, without shareholder approval but subject to the receipt of any
requisite regulatory approval, including approval from the TSX, be able to make
all other amendments that are not of the type listed above including, without
limitation, the following





a)
            Amendments
      of a housekeeping nature




b)
            A
      change to the vesting provisions of an option or the employee share option
      plan




c)
            
            A
      change to the termination provisions of an option or the employee share
      option plan which does not entail an extension beyond the original expiry
      date, except in the case of an extension due to a trading
      blackout




d)
            The
      addition of a cashless exercise feature, payable in cash or securities,
      which provides for a full deduction of the number of underlying securities
      from the employee share option plan
reserve




INDEBTEDNESS
OF ANY DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS





Our
management is not aware of any




a)
            Indebtedness
      outstanding to us or any of our subsidiaries
by




b)
            Guarantees,
      support agreements, letters of credit, or other similar arrangements
      provided by us to




any of
our directors, executive officers, employees or former directors, executive
officers or employees, or any of our subsidiaries, at any time since the
commencement of the last completed fiscal year.





EMPLOYMENT
CONTRACTS





Anthony
P. Franceschini





We have
an employment contract with Mr. Franceschini, effective January 1, 2003, which
provides that Mr. Franceschini will remain our president and chief executive
officer until December 31, 2008.  The contract provides
for




a)
            An
      annual base salary of $375,000




b)
            An
      annual bonus of 1.5% of our annual net income before deductions for
      employee performance bonuses, executive bonuses and
  taxes




c)
            
            Options
      for our common shares as follows:




25




Number of
      Options
            Strike
    Price
            Vesting Date
            Expiry Date60,000
            $8.05
            January 3,
      2004
            January 3,
      201060,000
            $9.42
            January 3,
      2005
            January 3,
      201160,000
            $10.80
            January 3,
      2006
            January 3,
      201260,000
            $12.17
            January 3,
      2007
            January 3,
      201360,000
            $13.55
            January 3,
      2008
            January 3,
      2013




If Mr.
Franceschini’s employment is terminated without cause, he will receive a lump
sum payment of $750,000.





Mr.
Franceschini will also receive a $750,000 lump sum payment if he terminates his
employment within six months of our undergoing a change of control.  A
change of control, for this purpose, is defined as a situation where a person
acquires more than 50% of our common shares.  A change of control also
occurs when the nominees of a person holding at least 30% of our common shares
are elected as directors and comprise a majority of the Board of
Directors.





In all
other cases Mr. Franceschini may end his employment after giving three months’
notice.





Mr.
Franceschini’s contract also restricts him from competing with us, soliciting
our employees, and soliciting our clients for a period of two years following
termination of his employment.





Mark
E. Jackson





Wehave an employment
contract with Mr. Jackson.  The contract provides Mr. Jackson with a
biweekly salary and a discretionary annual bonus.  Mr. Jackson’s
biweekly salary was set at $12,500.25, effective January 1, 2008.





If we
terminate Mr. Jackson’s employment without cause, we must provide to him the
greater of  (1) the salary actually earned by him to the date of
termination, a termination bonus equal to the annual discretionary bonus last
paid to him pro rated for that portion of the year which has elapsed from the
last fiscal year end to the date of termination of employment, and a termination
payment in the sum of $300,000 or (2) working notice equivalent to one month per
year of service to a maximum of 18 months or pay in lieu of such notice (the
termination payments).  Mr. Jackson will also receive the termination
payments if, within six months preceding or two years following a change in
control (1) his salary is reduced or (2) his bonus is reduced to less than his
last earned bonus.  A change of control, for this purpose, would occur
when a person acquires more than 50% of our common shares or where the nominees
of a person holding at least 30% of our common shares are elected as directors
and comprise a majority of the Board of Directors.  In all other
cases, Mr. Jackson may end his employment after giving us three months’
notice.





Mr.
Jackson’s contract also restricts him from soliciting our employees or clients
or performing work for our clients for a period of one year following
termination of his employment.





Donald
W. Wilson





We have
an employment contract with Donald W. Wilson.  The contract provides
Mr. Wilson with a biweekly salary and a discretionary annual
bonus.  Mr. Wilson’s biweekly salary was set at $12,500.25, effective
January 1, 2008.


26


If we
terminate Mr. Wilson‘s employment without cause, we must provide to him the
greater of  (1) the salary actually earned by him to the date of
termination, a termination bonus equal to the annual discretionary bonus last
paid to him pro rated for that portion of the year which has elapsed from the
last fiscal year end to the date of termination of employment, and a termination
payment in the sum of $300,000 or (2) working notice equivalent to one month per
year of service to a maximum of 18 months or pay in lieu of such notice (the
termination payments).  Mr. Wilson will also receive the termination
payments if, within six months preceding or two years following a change in
control (1) his salary is reduced or (2) his bonus is reduced to less than his
last earned bonus.  A change of control, for this purpose, would occur
when a person acquires more than 50% of our common shares or where the nominees
of a person holding at least 30% of our common shares are elected as directors
and comprise a majority of the Board of Directors.  In all other
cases, Mr. Wilson may end his employment after giving us three months’
notice.





Mr.
Wilson’s contract also restricts him from soliciting our employees or clients or
performing work for our clients for a period of one year following termination
of his employment.





Valentino
DiManno





We have
an employment contract with Mr. DiManno.  The contract provides Mr.
DiManno with a biweekly salary and a discretionary annual bonus.  Mr.
DiManno’s biweekly salary was set at $11,538.75, effective January 1,
2008.





If we
terminate Mr. DiManno‘s employment without cause, we must provide to him the
greater of (1) the salary actually earned by him to the date of termination, a
termination bonus equal to the annual discretionary bonus last paid to him pro
rated for that portion of the year which has elapsed from the last fiscal year
end to the date of termination of employment, and a termination payment in the
sum of $300,000 or (2) working notice equivalent to one month per year of
service to a maximum of 18 months or pay in lieu of such notice (the termination
payments).  Mr. DiManno will also receive the termination payments if,
within six months preceding or two years following a change in control (1) his
salary is reduced or (2) his bonus is reduced to less than his last earned
bonus.  A change of control, for this purpose, would occur when a
person acquires more than 50% of our common shares or where the nominees of a
person holding at least 30% of our common shares are elected as directors and
comprise a majority of the Board of Directors.  In all other cases,
Mr. DiManno may end his employment after giving us three months’
notice.





Mr.
DiManno’s contract also restricts him from soliciting our employees or clients
or performing work for our clients for a period of one year following
termination of his employment.





Jeffery
Kishel





Wehave an employment
contract with Mr. Kishel.  The contract provides Mr. Kishel with a
biweekly salary and a discretionary annual bonus.  Mr. Kishel’s
biweekly salary was set at US$11,538.40, effective January 1, 2008.





If we
terminate Mr. Kishel‘s employment without cause, we must provide to him the
greater of  (1) the salary actually earned by him to the date of
termination, a termination bonus equal to the annual discretionary bonus last
paid to him pro rated for that portion of the year which has elapsed from the
last fiscal year end to the date of termination of employment, and a termination
payment in the sum of $300,000 or (2) working notice equivalent to one month per
year of service to a maximum of 18 months or pay in lieu of such notice (the
termination payments).  Mr. Kishel will also receive the termination
payments if, within six months preceding or two


27


years
following a change in control (1) his salary is reduced or (2) his bonus is
reduced to less than his last earned bonus.  A change of control, for
this purpose, would occur when a person acquires more than 50% of our common
shares or where the nominees of a person holding at least 30% of our common
shares are elected as directors and comprise a majority of the Board of
Directors.  In all other cases, Mr. Kishel may end his employment
after giving us three months’ notice.





Mr.
Kishel’s contract also restricts him from soliciting our employees or clients or
performing work for our clients for a period of one year following termination
of his employment.





REPORT
ON EXECUTIVE COMPENSATION





Composition
of Corporate Governance and Compensation Committee





As
described above, the Corporate Governance and Compensation Committee is
currently comprised of Robert J. Bradshaw, William D. Grace and Susan E.
Hartman, none of whom are officers, or former officers, of Stantec.





Compensation
Philosophy





Our
executive compensation program is designed to link executive compensation to
corporate performance.  A successful program should ensure that
executives are motivated to achieve key corporate goals by appropriately
rewarding them for generating outstanding business results and contributing
exceptionally to our leadership and management.  We feel that our
compensation philosophy attracts, retains, and motivates top executives who will
contribute to our long-term success.





The base
salary for each executive officer is determined by the position’s
responsibility, the position’s importance to us, and industry
standards.  Base salaries for executives other than the chief
executive officer are intended to provide a base level of compensation at the
low end of the range for comparable positions.  The amount of money
available for executive bonuses is determined annually by the Corporate
Governance and Compensation Committee and depends on our annual income before
deductions for the chief executive officer’s bonus, employee performance
bonuses, executive bonuses, and taxes.  Annual bonuses for executive
officers, other than Mr. Franceschini, are discretionary and include a number of
factors, including individual performance and corporate
performance.  Recommendations regarding bonuses for executive officers
are made by the chief executive officer to the Corporate Governance and
Compensation Committee for consideration.  The Committee, upon
reaching a recommendation, in turn presents it to the board for
approval.  There are no set weights for each factor and factor weights
may vary from year to year.  In 2007, bonuses ranged from 151% to 506%
of base salary for the named executive officers.





We also
have an employee share option plan to provide long-term incentive to key
employees, including executive officers.  The employee share option
plan is intended to





1.
            Align
      the interests of employees and
shareholders


2.
            Contribute
      to the growth of shareholder value


3.
            Constantly
      improve operating results


4.
            Retain
      key employees


5.
            Encourage
      key employees to become our
shareholders




28


Key
employees are granted options to purchase shares at the Board of Directors’
discretion with the advice of the Corporate Governance and Compensation
Committee.  In making its decision to award share options, the Board
of Directors considers the following criteria:





·      The
employee’s ability to contribute to our long-term success


·      The
value of recognizing employees who may influence our future success


·      The
amount and terms of any existing options which have been issued to that
employee


·      The
recommendation of the chief executive officer


·
            Such
      other factors as the Board of Directors feels are relevant with respect to
      any individual key employee





We have
no defined benefit corporate pension plans or supplemental pension plans for
executives.





Compensation
of the Chief Executive Officer





Mr.
Franceschini’s compensation is determined according to his January 1, 2003,
employment contract  (see EMPLOYMENT CONTRACTS above).  Mr.
Franceschini’s compensation is comprised of a base salary, an annual incentive
bonus, and share options.  There are no other components to his
compensation.





Because
there are limited direct comparables for the chief executive officer position,
Mr. Franceschini’s base salary was negotiated based on his overall experience,
responsibility, and performance.  His annual incentive bonus is tied
solely to corporate performance and is a predetermined percentage of profit of
our Company.  His share options, issued according to our employee
share option plan, are a long-term incentive tied directly to the creation of
shareholder value.





The Board
of Directors believes that the overall chief executive officer compensation
package is appropriate as it substantially incorporates short-term financial
performance (annual incentive bonuses) as well as long-term financial
performance (share options).





During
2007, Mr. Franceschini’s compensation was allocated as follows (based on the
terms of his employment agreement):





·
            Base
      Salary:  17%


·
            Annual
      Bonus:  83%





Submitted
on behalf of the


Corporate
Governance and Compensation Committee





Robert J.
Bradshaw, Chairman


William
D. Grace


Susan E.
Hartman




29


PERFORMANCE
GRAPH





The
following graph compares the total shareholder return for $100 invested in our
common shares on December 31, 2002 against the total return of the S&P/TSX
Composite Index over the same period.











DIRECTORS’
AND OFFICERS’ LIABILITY INSURANCE





We carry
a directors’ and officers’ liability insurance policy with a maximum coverage of
US$45,000,000 a year and a US$500,000 per claim deductible.  Under
this policy, we are reimbursed for paying directors and officers as required,
permitted by law, or permitted by our by-laws when claims are made against a
director or officer for an alleged or actual wrong committed by him/her during
the course of his/her duties to us.  Coverage also applies, with no
deductible, to a director or officer where we do not indemnify
them.  There are certain exclusions, including bodily injury, property
damage, and for acts resulting in personal advantage to which the director or
officer was not legally entitled.  Some exclusions are covered under
other insurance policies.  The coverage is in effect from May 1, 2007,
to May 1, 2008, and its total premium is US$533,750.





2008
SHAREHOLDER PROPOSALS





Shareholder
proposals must be submitted no later than December 14, 2008, to be considered
for inclusion in next year’s Management Information Circular for the purposes of
Stantec’s 2009 annual shareholder meeting.


30


ADDITIONAL
INFORMATION





Additional
information relating to us is available on SEDAR at www.sedar.com.





Any
person may request and receive the following from our corporate
secretary





a)
            One
      copy of our Annual Information Form and one copy of documentation
      containing information referenced by the Annual Information
      Form





b)
            One
      copy of our comparative financial statements for the most recently
      completed financial year, the accompanying auditor’s report, and one copy
      of any interim financial statements created after the latest annual
      financial statements





c)
            One
      copy of our most recent Management Information Circular in respect of the
      most recent annual shareholder meeting that involved the election of
      directors





We may
require a non-shareholder to pay a reasonable charge for the material
requested.





Financial
information about our financial year ended December 31, 2007, and comparative
information for the year ended December 31, 2006, is contained in our financial
statements and management’s discussion and analysis, both of which can be found
in our annual report.





DIRECTORS’
APPROVAL





Our Board
of Directors has approved the contents of this circular and the distribution of
the circular to our shareholders.














Jeffrey
S. Lloyd


Vice
President, Secretary and General Counsel


March 14,
2008


31


SCHEDULE
“A”





STATEMENT
OF CORPORATE GOVERNANCE PRACTICES





We
understand the importance of sound corporate governance practices.  We
aspire to uphold high standards of corporate governance throughout our
organization.  These high standards reflect not only legal and
regulatory requirements of corporate governance but also existing and emerging
practices.  As a Canadian reporting issuer on the TSX and the NYSE,
our corporate governance practices meet, and in some cases exceed, legal and
regulatory requirements.





Board
of Directors





Our Board
of Directors presently includes eight members, six of whom are unrelated to
Stantec, independent of its management and free from any interest or
relationship that could materially interfere with their ability to act in our
best interests and those of our shareholders.  The six independent
directors are Ronald Triffo, Robert J. Bradshaw, William D. Grace, Susan E.
Hartman, Robert R. Mesel, and Ivor M. Ruste.





Anthony
P. Franceschini, as president and chief executive officer, is a member of
management of Stantec and is therefore not an independent Board of Directors’
member.  In addition, Aram H. Keith, while not a member of management
of Stantec, is not considered to be an independent director by virtue of the
fact that until September 15, 2005, he served as the chief executive officer of
The Keith Companies, Inc., a company acquired by Stantec.





The
independent directors meet in executive session at least two times per year,
with the two non-independent directors being excluded.  The format of
these meetings includes a discussion with the chief executive officer on each
occasion.  For our fiscal 2007, the independent directors met on six
separate occasions.





Ronald
Triffo is chairman of our Board of Directors.  Mr. Triffo is an
independent director.  For a description of the role and
responsibilities of the chairman, please refer to the description of Chairman
set forth below under position descriptions.  In addition, we refer
you to Mr. Triffo’s biography on page 14 of this information
circular.





Additional
information relating to each director standing for nomination, including other
public company boards on which they serve as well as their attendance record for
all Board of Directors’ and committee meetings during our fiscal year ended
2007, can be found on pages 15 through 17 of this information
circular.





Board
of Directors’ Mandate





The Board
of Directors is responsible for our stewardship.  In executing this
role, the Board of Directors shall oversee the conduct, direction, and results
of the business.  In turn, management is mandated to conduct our
day-to-day business and affairs and is responsible for implementing the Board of
Directors’ strategies, goals, and directions.  The Board of Directors
and its members shall at all times act in our best interests and its actions
shall reflect its responsibility of establishing proper business practices and
appropriate ethical standards expected of Stantec.





In
discharging the Board of Directors’ stewardship obligations, the following are
six specific principal responsibilities of the Board of Directors




32


1.            
Integrity of Chief Executive Officer and other Executive Officers





The Board
of Directors assesses the integrity of the chief executive officer and other
executive officers through regular interaction at Board of Directors’ and
committee meetings and through ongoing interaction.  In addition, the
Board of Directors satisfies itself that the chief executive officer and other
executive officers are creating a culture of integrity throughout Stantec by
reviewing annually with the chief executive officer and executive officers what
policies and procedures are in place to create a culture of
integrity.





2.
            Adoption
      of a Corporate Strategic Planning
Process





It
      is the responsibility of the Board of Directors to ensure that we have
      appropriate short and long-term goals and have implemented a strategic
      planning process.  In identifying and adopting short and
      long-term goals and a strategic planning process, the Board of Directors
      shall look to our management, and particularly the chief executive
      officer, for leadership.  In addition to ensuring a strategic
      planning process is in place, the Board of Directors should assist in the
      process by maintaining open communication lines with management both
      directly and through the chief executive officer, providing objectivity to
      plans, and adding its collective experienced judgement to the strategic
      planning process.  Finally, the Board of Directors must approve
      our strategies as they evolve and as they may change.  In this
      context, the Board of Directors must be responsible for monitoring
      management's success in implementing and modifying its strategies as may
      be required.





3.
            Managing
      Risks and Protecting Shareholder
Value





The
      Board of Directors shall be responsible to ensure that proper procedures
      are established for the protection of shareholder value.  The
      Board of Directors is expected to adequately scrutinize material programs
      and approve material capital expenditures, acquisitions, and
      divestitures.





Members
      of the Board of Directors are responsible for and must be expected to
      understand the principal risks associated with our business.  In
      this regard, the Board of Directors must rely upon our management to
      identify and monitor risks on a day-to-day basis; however, the Board of
      Directors must ensure that there are adequate systems in place which
      effectively monitor and manage the risks of the business to ensure our
      long-term viability.  It is acknowledged and understood that all
      business decisions involve balancing risks with reward and benefit, and
      hence any material business actions must balance the potential return
      against the potential damage to
shareholders.





4.
            Appointing,
      Developing and Monitoring Senior Management (Succession
      Planning)





The
      Board of Directors implements its corporate strategies and resolutions
      through delegation to management.  In turn, management must
      inform and communicate properly with the Board of Directors and in
      accordance with the Board of Directors’ stated goals and
      objectives.  As a result, the Board of Directors must ensure
      that it has retained a management of appropriate calibre, particularly in
      the role of the chief executive officer.  The Board of Directors
      must implement systems to assess the performance of its senior management,
      particularly that of the chief executive officer, against objectives
      established by the Board of Directors.  To the extent there are
      mechanisms which may assist the appointment, development, and assessment
      of management, the Board of Directors should be satisfied that such
      systems are in place and that an orderly succession of senior management
      can be facilitated.





33


5.
            Communications
      Policy





The
      Board of Directors shall ensure that we have a policy in place to enable
      us to communicate effectively with shareholders, other stakeholders, and
      the public generally, including the capital markets.  Our
      communications policy must effectively relate our operations to
      shareholders and should facilitate open communication with
      shareholders.  The chief executive officer will be directly
      responsible for approving the issuance of any material communications to
      shareholders.





6.
            Internal
      Corporate Controls and Management Information
  Systems





The
      Board of Directors shall ensure there are control and information systems
      in place to ensure the effective discharge of its responsibilities
      hereunder and in law.  In particular, the Board of Directors
      will ensure we have (a) an audit system and internal controls which verify
      the integrity of the financial data and the compliance of financial
      information with appropriate accounting principles, (b) adequate
      environmental information, controls, and reporting systems, and (c)
      systems for monitoring and evaluating the implementation of corporate
      strategy and material corporate
decisions.





The Board
of Directors at large is responsible for its approach to corporate governance
issues.  In considering these issues and in assessing the
effectiveness of the Board of Directors and its committees and the contribution
of each individual director, the Board of Directors will seek the assistance and
advice of the Corporate Governance and Compensation Committee.





Position
Descriptions





The Board
of Directors has developed position descriptions for the chief executive
officer, Board of Directors’ chairman, vice-chairman, the chairman of the
Corporate Governance and Compensation Committee, and the chairman of the Audit
Committee.  Such position descriptions are as follows:





Chief
Executive Officer Position Description





Appointment





The Board
of Directors shall appoint the chief executive officer on terms and conditions
that it considers appropriate.





Reporting
and Review





The chief
executive officer shall report to the Board of Directors.  The Board
of Directors shall review the chief executive officer’s performance on an annual
basis.





Duties
and Responsibilities





The chief
executive officer shall have full responsibility for the day-to-day operation of
our business in accordance with our strategic plan and budgets as previously
approved by the Board of Directors.  In discharging this
responsibility, and subject always to the oversight of the Board of Directors,
the chief executive officer shall


34


·
              Foster a corporate culture that promotes ethical
      practices and encourages individual
integrity


·
            Work
      with the chairman of the Board of Directors to ensure the Board of
      Directors is provided with all information and access to management
      necessary to allow it to fulfill its statutory, governance, and other
      obligations in a timely manner





·
            Fully
      apprise the Board of Directors of all matters that are material to
      directors and alert the chairman in a timely manner of any material
      changes or events that may impact our risk profile, financial affairs, or
      performance





·
            Together
      with the chairman, develop and recommend to the Board of Directors a
      long-term strategy and vision for us that leads to enhancement of
      shareholder value





·
            Develop
      and recommend to the Board of Directors annual business plans and budgets
      that support our long-term strategy





·
            Consistently
      strive to achieve our financial and operating goals and
      objectives





·
            Promote
      continuous improvement in the quality and value of our
      services





·
            Seek
      to secure and maintain a competitive position for us within our
      industry





·
            Ensure
      that we have an effective management team below the level of chief
      executive officer with an active plan for management development and
      succession





·
            Implement
      policies and processes to ensure the integrity of our internal controls,
      management information, and financial
reporting





·
            Serve
      as the spokesperson for us and oversee communication between us and our
      shareholders, the investment community, media, governments and their
      agencies, employees, and the general
public





Chairman





The prime
responsibility of the chairman of the Board of Directors is to provide
leadership to the Board of Directors to enhance Board of Directors’
effectiveness. The Board of Directors has ultimate accountability for
supervision of our management. Critical to meeting this accountability is the
relationship between the Board of Directors, management, shareholders, and other
stakeholders. The chairman, as the presiding member, must ensure that these
relationships are effective and efficient and further our best
interests.





The
chairman shall





·
            Chair
      all meetings of the Board of
Directors





·
            Oversee
      the Board of Directors’ discharge of its duties assigned to it by law, in
      the constating documents of Stantec and the Corporate Governance
      Guidelines


35
  ·
              Together with the chief executive officer, represent us
      to employees, shareholders, and other
stakeholders


·
            Develop
      a good working relationship between the office of the chairman, the
      president and chief executive officer, and the Board of
      Directors  to assure open communications, cooperation,
      interdependence, mutual trust, respect, and commonality of
      purpose





·
            Take
      steps to foster the Board of Directors’ understanding of its
      responsibilities and boundaries with
management





·
            Establish
      procedures to govern the effective and efficient conduct of the Board of
      Directors’ work





·
            Establish
      the agenda for and preside at all meetings of the Board of Directors and
      annual and special meetings of
shareholders





·
            Oversee
      the distribution of information to the Board of Directors in a manageable
      form, sufficiently in advance of the
meeting





·
            Oversee
      the functions delegated to the committees and monitor the committees' work
      to see that these functions are carried out and results are reported to
      the Board of Directors





·
            Carry
      out other duties as requested by the Board of
  Directors





Vice-Chairman





The prime
responsibility of the vice-chairman of the Board of Directors is to support the
chairman of the Board of Directors in fulfilling his duties, and acting as a
spokesperson for the Company as requested by the chairman or the president and
chief executive officer.





The
vice-chairman shall





·
            Attend
      all meetings of the Board of
Directors




·
            Serve
      as a spokesperson for the Corporation as requested by the chairman of the
      Board of Directors or the president and chief executive
      officer




·
            Carry
      out special assignments as requested by the
  Chairman




·
            Participate
      as a vital part of the Board of Directors
  leadership




·
            Perform
      other responsibilities as assigned by the Board of
    Directors




Corporate
Governance and Compensation Committee Chairman





The prime
responsibility of the chairman of the Corporate Governance and Compensation
Committee is to provide leadership to the Corporate Governance and Compensation
Committee to ensure its effectiveness. Critical to meeting this accountability
is ensuring that we have in place an appropriate and effective system of
corporate governance.





The
chairman of the Corporate Governance and Compensation Committee
shall


36


·
              Set the tone for the Corporate Governance and
      Compensation Committee work


·
            Set
      the agenda and chair Corporate Governance and Compensation Committee
      meetings and ensure distribution of meeting
  minutes





·
            Oversee
      the logistics of the committee’s operations and ensure compliance with the
      Corporate Governance and Compensation Committee Terms of
      Reference





·
            Report
      to the full Board of Directors on the Corporate Governance and
      Compensation Committee’s decisions and
  recommendations





·
            Chair
      the meetings of the Board of Directors in the absence of the chairman of
      the Board of Directors





Audit
Committee Chairman





The prime
responsibility of the chairman of the Audit Committee is to provide leadership
to the Audit Committee to enhance its effectiveness. Critical to meeting this
accountability is the relationship between the Audit Committee, management, and
the external auditors. The chairman of the Audit Committee must ensure that
these relationships are effective and efficient and further our best
interests.





The
chairman of the Audit Committee shall





·
            Set
      the tone for the Audit Committee
work





·
            Set
      the agenda and chair Audit Committee meetings, and ensure distribution of
      meeting minutes





·
            Oversee
      the logistics of the committee’s operations and ensure compliance with the
      Audit Committee Terms of Reference





·
            Report
      to the full Board of Directors on the Audit Committee’s decisions and
      recommendations





Orientation
and Continuing Education





The Board
of Directors ensures that all new directors receive a comprehensive orientation
so that new directors can understand the role of the Board of Directors and its
committees, their individual roles and expectations, and the nature of our
business.  In fact, new directors are provided with an orientation and
education program that includes materials from recent Board of Directors’ and
committee meetings as well as written information about their duties and
obligations as directors.  Meetings are scheduled with new directors
and members of senior management.  New directors are also provided
with a comprehensive director’s orientation manual.





Each
director assumes responsibility for keeping informed about our business and
developments in the industry.  Management assists directors by
providing them with updates on developments in various geographical areas in
which we are active, communication from the chief executive officer to
employees, and such other information management considers to be of interest to
the Board of Directors.




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In
conjunction with Board of Directors’ meetings, directors regularly take part in
tours of our offices.





Ethical
Business Conduct





The Board
of Directors has adopted a code of ethics (the Code), which is our comprehensive
code of business conduct and ethics, which provides a framework for directors,
officers, and employees on the conduct and ethical decision-making integral to
their work.  The Board of Directors, through its Corporate Governance
and Compensation Committee, reviews the operation of the code and any waivers
thereof.  The code is reviewed at least annually to ensure that it
complies with all legal requirements and is in alignment with best
practices.  In the event that amendments are needed, recommendations
are made to the Corporate Governance and Compensation Committee and the Board of
Directors for approval.  The code is available on our website at
www.stantec.com and on SEDAR at www.sedar.com.





The Board
of Directors has also adopted whistleblower procedures which allow officers and
employees who feel that a violation of the Code has occurred to report this
violation on a confidential and anonymous basis.  The procedures allow
concerns regarding accounting, internal accounting controls, or auditing matters
to be reported on a confidential and anonymous basis as well.





The Board
of Directors believes that providing a forum for employees and officers to raise
concerns about ethical conduct and treating all complaints with the appropriate
level of seriousness fosters a culture of ethical conduct within
Stantec.  To review our whistleblower procedures, please visit our
website at www.stantec.com.





The Board
of Directors believes that its effectiveness is furthered when directors
exercise independent judgment in considering transactions and
agreements.  As such, if at any Board of Directors’ meeting, a
director or executive officer has a material interest in a matter being
considered, such director or officer would not be present for discussions
relating to the matter and would not participate in any vote on the
matter.





Nomination
of Directors





The
Corporate Governance and Compensation Committee, composed entirely of
independent directors, is responsible for identifying and recommending to the
Board of Directors suitable director candidates.  As part of the
process, the committee considers what competencies and skills the Board of
Directors, as a whole, should possess, assesses the skill sets of current Board
of Directors’ members and identifies any additional skill sets deemed to be
beneficial when considering Board of Directors’ candidates in light of the
opportunities and risks facing Stantec.  The committee may engage
outside advisors to assist in identifying qualified
candidates.  Potential candidates are screened to ensure that they
have the attributes of integrity and accountability, the ability to think
strategically, financial literacy, excellent communication skills, and the
ability to work effectively as a team.  These skills and attributes
are necessary in order to execute their duties and
responsibilities.  The committee also considers the positions held
with other organizations and the other business and personal commitments of
prospective director candidates to determine whether they would be able to
fulfill their duties as Board of Directors’ members.





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Compensation





The
Corporate Governance and Compensation Committee annually reviews directors’
compensation to ensure it is competitive and consistent with the
responsibilities and risks involved in being an effective
director.  Details of directors’ compensation are disclosed on pages
18 to 20  of this Information Circular.  Effective with
fiscal 2004, the granting of options to directors under our employee share
option plan was discontinued.





The
Corporate Governance and Compensation Committee, composed entirely of
independent directors, is responsible for annually reviewing and recommending to
the full Board of Directors the compensation for the president, chief executive
officer and other senior executives.  Details of executive
compensation are disclosed on pages 20 to 25 of this information circular, and
the Report on Executive Compensation, which includes a description of the
process undertaken to determine executive compensation, is found on pages 28 to
29.





The
Corporate Governance and Compensation Committee has the authority to retain
consulting firms to assist in carrying out the committee’s responsibilities,
including determining the compensation of the president and chief executive
officer and other executives.





Assessments





The
Corporate Governance and Compensation Committee is responsible to provide
annually to the Board of Directors an assessment of the Board of Directors’
performance.  This assessment is discussed with the full Board of
Directors.  This is done following the end of each fiscal year and at
the same time as the report on Board of Directors’ membership
criteria.





This
assessment is of the Board of Directors’ contribution as a whole and
specifically reviews areas in which the Board of Directors and/or the management
believes a better contribution could be made.  Its purpose is to
increase the effectiveness of the Board of Directors, not to target individual
Board of Directors’ members.





Communications
Policy





We are
committed to providing timely, accurate, and balanced disclosure of material
information about our Company, consistent with legal and regulatory
requirements. Materiality is determined by the importance of an event or
information in influencing an investor's decision with respect to the purchase
or sale of our shares. We will disclose both positive and negative information
on a timely basis, except when confidentiality issues require a delay in
accordance with the rules of the TSX, the NYSE, and applicable securities
commissions.





We have
established a Disclosure Committee to support the chief executive officer and
the chief financial officer in identifying material information and determining
how and when to disclose that information and to ensure that all material
disclosures are made in compliance with relevant securities
legislation.   This is not a standing committee of the Board of
Directors and is comprised of a representative group of corporate and
operational leadership.





The
Disclosure Committee will meet prior to the release of our regular quarterly and
annual disclosure documents. The committee also will meet as required to review
and evaluate other




39


disclosures,
potential disclosures, or upon request of the chief executive officer or chief
financial officer.




Compliance
with NYSE Standards




As a
foreign private issuer listed on the NYSE, we are generally entitled to follow
the Canadian requirements, including the rules of National Instrument 58-101 and
National Policy 58-201, with respect to corporate governance practices. We
are required, pursuant to Section 303A.11 of the NYSE’s Listed Company Manual,
to identify any significant ways in which our corporate governance practices
differ from those followed by US domestic companies under NYSE listing
standards. These differences are summarized below:






·
            Section
      303A.07(d) of the NYSE's Listed Company Manual requires each listed
      company to have an internal audit function.  Canadian law and the
      rules of the TSX do not require us to have an internal audit function;
      however, effective November 1, 2007, we implemented an internal audit
      function.






·
            Section
      303A.08 of the NYSE's Listed Company Manual requires shareholder approval
      of all equity compensation plans and material revisions. The definition of
      equity compensation plans under the NYSE rules covers plans that provide
      for the delivery of newly issued securities, as well as plans which rely
      on securities reacquired on the market by the issuing company for the
      purpose of redistribution to employees and directors.  The TSX
      rules require shareholder approval of security based compensation
      arrangements only in respect of arrangements which involve the delivery of
      newly issued securities. The TSX rules require shareholder approval of
      security-based compensation plans when they are first introduced and
      thereafter (a) every three years in respect of all unallocated options,
      rights, or other entitlements under an arrangement with a rolling
      percentage maximum or (b) at the time and in respect of any amendment to
      such arrangements (unless the amendment relates to an arrangement
      previously approved by shareholders and which includes specific authority
      for certain TSX-specified types of amendments. Stock purchase plans where
      securities are purchased in the public market and no financial assistance
      or discount is provided by the Company for the purchase of securities are
      not subject to the shareholder approval requirement under the TSX rules;
      however, shareholder approval would be required under the NYSE’s
      rules.  We comply with the rules of the
  TSX.






40