The heart of proxy season is upon us with the majority of Annual General Meetings (AGMs) scheduled to take place over the next couple of months. These meetings will highlight shareholder votes on important issues such as the election of directors for the upcoming year and approval of the company’s auditors. In many cases, shareholders will also be voting on whether they approve or disapprove of the compensation provided to a company’s top executives (otherwise known as a “Say on Pay” vote) or re-approving a company’s equity compensation plans for employees. It is on these last two issues (Say on Pay and equity compensation plan approval) where a company’s disclosure on executive compensation can play a critical role in influencing the outcome of votes at the AGM.
In 2011, Hewlett Packard (HP), was one of the most recognizable names in technology and at the forefront of the technological world. However, when the board decided to bring on a CEO with a spotted history, as well as relieve four other board members publicly, the company’s stock began to plummet. This entire fiasco could have been avoided if the board had practiced one very important skill. That skill is doing your due diligence.
Everything will change. If you come away with anything from this blog, it is an understanding that it is critical that Boards of Directors and Executives understand that to succeed in today’s business environment, they must take a giant leap and embrace the digital transformation. Boards and executives are facing a myriad of challenges and can only successfully address them by leveraging artificial intelligence, data analytics, and digital communications. Everything will change – how board members interact with each other; how they make decisions; how they address issues from governance to corporate social responsibility; how they recruit and retain high performance executive teams; and how they will communicate with both shareholders and stakeholders.
In 1864, Herbert Spencer’s book, Principles of Biology, introduced the world to the phrase “survival of the fittest.” This phrase then sparked the ongoing argument surrounding competition and whether it is ingrained in human nature. So, it can be argued that if there is an opportunity to compare one thing to another, it is second nature for competition/comparisons to arise. In essence, once there is more than one of anything it is natural for competition/comparisons to surface.
It's the holidays and you’re the chosen victim to host this year’s family dinner. Unfortunately, this dinner doesn’t get your undivided attention because your AGM happens to be right around the corner, and you have the meeting and motions to prepare for. Lucky for you, there’s a universal "recipe" that can ensure success in the kitchen and the boardroom…
A well-written English Trifle recipe is similar to a well-written board meeting motion. It's unique, concise, specific and ensures that your family can taste the whipped cream that you infused into each individual raspberry, the same way your board members can see the hard work you put into your motion.
It has been two eventful years since the Canadian federal government announced its plans to pass legislation to legalize the recreational use of marijuana. In the U.S., over 80% of the states including California, Colorado, Oregon and Washington have legalized recreational and/or medicinal use of marijuana at the state level. The California industry alone is projected to hit over $7 billion in a few years. This has led to a growing list of emerging companies in the cannabis space seeking financing through the public markets as they see the opportunity in building up their operations to cater to a significant spike in marijuana use now that it is legalized in Canada and more and more U.S. states are legalizing it in some form or fashion. While listing on exchanges in the United States can still be problematic due to the current U.S. federal ban, Canadian stock exchanges have provided a reputable market for cannabis shares with companies listing on the TSX Venture Exchange and Canadian Securities Exchange (CSE). Certain Canadian listed companies have also been able to dual-list their shares on the NYSE such as Canopy Growth, Aurora Cannabis and Aphria with others such as CannTrust currently in the process of listing in New York. This is providing greater exposure of these stocks to institutional investors and index funds.
Innovation is fast. For instance, Moore’s Law claims that computer processing capabilities will double approximately every two years and surprisingly, this has held true for over 50 years since it was first predicted. Innovations change societies, industries and lives. My mother’s parents both passed away at the age of 97 and I was always amazed at the fact that throughout their lives they witnessed the adoption of things such as trains, cars and airplanes that transformed travel; radio and telephone technologies that transformed communication; and at the end of their lives computers and the internet that continue to transform everything (i.e. the internet of everything). Similarly, my wife and I have installed several Google homes throughout our house and as a result, our two very young children will most likely never know a world without access to a virtual assistant and as a result, I often wonder what the lives of today’s children will be like and how new technologies will influence and change their lives.
Picture this. January 2009. In the midst of an unforgiving Canadian winter - the kind of winter that creates goosebumps just by reminiscing about it - Luis Navas, family man with a 5 and 3-year-old at home, decided to take a leap of faith and officially found Global Governance Advisors (GGA). He had spent 10 years consulting at Mercer and Korn Ferry/Hay Group, becoming the firm’s youngest Partner, and finally had enough. He refused to suppress his entrepreneurial spirit any longer. His family and friends weren’t surprised by his hunger to branch out, he was born with vision and a knack for business – after all, he was only 9 years old when he bought paper routes off of his peers and hired his friends to work for him.
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.
Boards spend an unbelievable amount of time, energy and financial resources trying to find the right nominees/candidates that can add value and enhance governance oversight, but for many boards, the momentum ends once the vacancy is filled or when the infamous “orientation binder” is sent to a newly elected board member. In practical terms, this is like an Olympic marathon runner training for years and then deciding to walk their race on the day of their Olympic event – ultimately, they are not utilizing or benefiting from the hard work they put in upfront.