Global Governance Advisors

Peter Landers

Peter Landers
Peter Landers is a Partner at Global Governance Advisors advising Boards and senior management on Executive Compensation, HR Strategy & Governance.
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Recent Posts

Executive Compensation Disclosure - Understand Your Options

Posted by Peter Landers on Jan 14, 2019 9:00:00 AM

The clock struck midnight on December 31st, ringing in the start of a new year. While most companies work to finalize their audited financial statements in the next month or two, they also need to be aware of other important tasks required in the months ahead. This includes the calculation, review and approval of Annual Incentive payouts for 2018 as well as the review and approval of any adjustments to Base Salary, Target Annual Incentive and Long-Term Incentive opportunities for 2019. Once these approvals are made, companies must figure out how they are going to communicate the executive compensation decisions made for 2018 and potentially what shareholders can expect for compensation in 2019, to shareholders. This information is provided through a company’s Form DEF 14A in the United States or its Canadian equivalent, the Management Information Circular, also referred to as the proxy circular. Specifically, the Compensation Discussion & Analysis (“CD&A”) section is where the majority of information can be found.

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Topics: Executive Compensation, 2019, GGA

ISS Releases 2019 Proxy Voting Guidelines

Posted by Peter Landers on Dec 10, 2018 9:00:00 AM

ISS has recently published its 2019 proxy voting guidelines for the United States and Canada, along with additional clarification on some of its compensation policies. Typically, any changes will  apply for all meeting dates on or after February 1, 2019. While there are some differences observed between the two jurisdictions, ISS has provided clarity on updates in the following areas:

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Topics: ISS, Proxy Voting, GGA

Glass Lewis Releases 2019 U.S. Clarifying Amendments

Posted by Peter Landers on Nov 21, 2018 9:00:00 AM

While Glass Lewis has not changed its current approach in the following areas, it has codified certain policies in the United States:

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Topics: Glass Lewis, United States, 2019

Glass Lewis Releases 2019 Proxy Voting Guidelines

Posted by Peter Landers on Nov 19, 2018 9:00:00 AM

Glass Lewis has recently published its 2019 proxy voting guidelines for the United States and Canada. While there are some differences observed between the two jurisdictions, Glass Lewis has provided clarity on changes in the following areas:

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Topics: Glass Lewis, Proxy Voting, 2019

Skills Matrix - An Essential Tool for Improving Your Board Composition

Posted by Peter Landers on Oct 22, 2018 9:00:00 AM

An essential question asked by board members is how can we improve our performance? While there are many possible answers to solve this riddle, making sure your board composition is set-up as intended is key. An increasingly prevalent tool used by boards in evaluating their board’s composition is the Board Skills Matrix. According to a 2017 study by Equilar, 307 U.S. and Canadian public companies disclosed the use of a Skills Matrix within their proxy statement. A Board Skills Matrix strengthens an organization’s overall governance practices by identifying the current skills, knowledge, experience and capabilities of current board members. The matrix is a relatively simple table that lists all board members along the top with a board’s view of the essential skills and experience required by the board to be most effective.

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Topics: Board Composition, board of directors, GGA

The Importance of Understanding Proxy Voting Guidelines

Posted by Peter Landers on Sep 24, 2018 9:00:00 AM

Autumn brings more than crimson leaves, pumpkin spice lattes, and the resurgence of candy corn on the shelves of your local corner store. The start of fall is also a glaring reminder that proxy voting guideline season is upon us.

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Topics: Proxy Voting, ISS, Glass Lewis

Learning From Past Mistakes: Tips to Avoid a Proxy Fight

Posted by Peter Landers on Aug 27, 2018 10:00:00 AM

All publicly-traded companies face the risk of a proxy fight with one or more of its current shareholders. In a nutshell, a proxy fight is a situation where two corporate factions (typically the Board/Executive Team vs. an activist shareholder or a group of company shareholders) fight for votes from remaining shareholders in order to effect change in a particular area of governance in the company.

This issue often occurs when a new slate of board members is proposed to replace a group of existing board members by an activist shareholder or group. The new slate of board members are generally individuals who are receptive to the activist shareholder’s views on how to change the company while the existing board members are often resistant to the activist shareholder’s views. Common areas of disagreement that can lead to a proxy fight include: future company strategy, executive compensation, company performance or whether a sale of the company or continuing as a stand-alone company is in the best interest of shareholders.

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Topics: Proxy Fight, GGA, Shareholder Activism

How to Create Effective Board Meetings

Posted by Peter Landers on Jul 30, 2018 10:07:42 AM

Effective Board and Committee meetings are one of the key factors that allow a board to operate efficiently and help drive better decision-making. As an advisor to boards, I have participated in hundreds of meetings and have observed both efficient and inefficiently run meetings. Ultimately, the meetings that ran most efficiently allowed the Board/Committee to move forward with its agenda and not be distracted by trivial issues that delay decision-making.

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Topics: Board Meeting, Board Room, GGA

Making Sense of Your Role – Better Defining Board and Management Responsibilities

Posted by Peter Landers on Jul 5, 2018 3:26:08 PM

To ensure good governance practices, Board members must acknowledge and adhere to three primary fiduciary duties, which was the message that I recently delivered in education sessions to public pension plan trustees and board members for not-for-profit organizations.

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Topics: define your board, board of directors, GGA

The Power of Board Assessments

Posted by Peter Landers on Jul 5, 2018 3:23:19 PM

Board assessments are a powerful tool that can be used to evaluate the ongoing performance of your Board and ensure that you are following proper governance practices.

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Topics: board assessments, GGA, board of directors