Global Governance Advisors

How Boards of Directors Can Address the Increase in Shareholder Activism Fueled by Social Media

Posted by David Boim on Nov 26, 2018 9:00:00 AM

“Shareholders are organizing and mobilizing on new social media platforms like Twitter. This changes the dynamics of shareholder proxy contests to favor small shareholders over management. Disruptive technology may bring about a shareholder revolution, which may not be in all shareholders’ best interests, at least from the perspective of shareholder wealth maximization, and it also has powerful implications for the future of corporate social responsibility.” Seth Oranberg, How Twitter is Disrupting Shareholder Activism

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Topics: Shareholder Activism, emPowerIR, Social Media

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: Proxy Voting, Glass Lewis, 2019

The Interview - How to Attract and Motivate a High-Performance Executive Team (Mining)

Posted by David Boim on Nov 12, 2018 9:00:00 AM

Peter Gillin is a Corporate Director who currently serves on the Boards of several public companies, including: Turquoise Hill Resources Ltd., Sherritt International Corporation, Dundee Precious Metals Inc., TD Mutual Funds Corporate Class Ltd. and Wheaton Precious Metals Inc. He was a Director of HudBay Minerals, Inc., and was Vice Chair of N.M. Rothschild & Sons Canada Limited, an investment bank. Peter was President and CEO of Zemex Corporation and Chairman and CEO of Tahera Diamond Corporation.

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Topics: GGA, Executive Compensation, Incentive Planning

Risky Business & Board Oversight

Posted by Brad Kelly on Oct 29, 2018 9:00:00 AM

Good board members ask good questions.

Risk exists in every organization and it is a board member’s role to probe until they are convinced that management is not incurring any undue risk or risk that is outside of the boundaries they helped to establish. Board members must be cognizant of the lengthy list of risks that exist. Be it:

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Topics: board of directors, Corporate Governance, Risk Management

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 of directors, GGA, Board Composition

D&O Questionnaires: The Importance of Pre-Population

Posted by Linaeya Horn-Muller on Oct 15, 2018 9:00:00 AM

You delicately bring your knuckles to your face to satiate the itching sensation tickling your cornea. The kind of itch that only materializes after countless hours of forcing your eyes to be glued to the department issued Commodore 64. More specifically, glued to your annual Directors & Officers (D&O) questionnaire template. You’ve been assiduously working at finalizing this year’s survey, because that is what is required of the board administrator. You’re torn because you fully understand the necessity of this tedious labor, but your mind can’t help but wander to a world where D&O questionnaires are pre-populated.

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Topics: GGA, D&O Questionnaires

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

How to Chair a Board Meeting

Posted by Linaeya Horn-Muller on Sep 17, 2018 9:00:00 AM

Welcome. Please everyone, take your seats.

You’re standing at the front of the room, ready to nosedive into the fifteen agenda items scheduled for the next 2.5 hours. There’s never enough time in the day, let alone allocated for that quarterly board meeting. Nevertheless, you’re ready. Thanks to an über knack for preparation, your watch and smart phone have already been synced to the antiquated clock ticking away at the back of the room. Hell-bent on keeping everyone focused and on schedule, nothing can stop you now.  

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Topics: Board Meeting, Robert's Rules of Order, Board Chair

Strategy Mapping & Succession Planning

Posted by Brad Kelly on Sep 10, 2018 10:00:00 AM

Fifty years. That's how long it has been since Japanese manufacturers introduced the world to “just-in-time” production methods. Toyota is credited as the initial birthplace of this methodology, which is aimed primarily at reducing flow times within production systems as well as response times from suppliers and customers. A huge aspect of this process is understanding production schedules and timelines and making sure that inputs, resources and parts are supplied and readily available. 

One of the many responsibilities for Boards of Directors is to hire and oversee the compensation and performance of the top executive within their organization. As well, Boards are responsible for establishing the organization's long-term strategic direction. Embracing the “just-in-time” approach and applying it to human capital management will allow Boards to anticipate what executive skills and characteristics are needed, at each stage of their strategic plans. 

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Topics: GGA, Executive Compensation, CEO Succession