Global Governance Advisors

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.

Read More

Topics: Executive Compensation, 2019, GGA

Effective Board Member Orientation Pays Off

Posted by Brad Kelly on Jan 7, 2019 9:00:00 AM

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.

Read More

Topics: Board Member, GGA, Orientation

How to Choose your Board Software

Posted by Linaeya Horn-Muller on Dec 31, 2018 9:00:00 AM

We’ve all been there. The moment of sweat-inducing truth when all of your board software demos are over, and you need to decide. It’s not too life altering of a decision, deciding on board software, but years of ordering items online and never quite receiving what was advertised has made you slightly paranoid. But change is on the horizon, which means that you must wipe the dampness from the corner of your brow and power forward. It’s time to create a board management software comparison so that you can identify the all-encompassing enterprise solution that best fits your organization’s needs.

Read More

Topics: Board Software, GGA, Best Practices

5 Trends for Executive Compensation

Posted by Paul Gryglewicz on Dec 17, 2018 9:00:00 AM

USMCA, cannabis, energy sector, government, say on pay all have an impact

Read More

Topics: Executive Compensation, GGA, human capital management

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:

Read More

Topics: ISS, Proxy Voting, GGA

Motivating the "Right" Behaviors Through "Effective" Performance Planning

Posted by Brad Kelly on Dec 3, 2018 9:00:00 AM

There’s been a lot of talk in the market place today about the value of performance plans. The naysayers claim that they are not driving performance in the way they were originally intended, and the supporters argue that all compensation should not be a guarantee. A point of intersection is the fact that everyone agrees that employees should be recognized for the contributions they make and the performance they deliver.

Read More

Topics: Performance Planning, GGA, SMARTER

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.

Read More

Topics: Executive Compensation, Incentive Planning, GGA

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.

Read More

Topics: Board Composition, board of directors, GGA

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.

Read More

Topics: D&O Questionnaires, GGA

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. 

Read More

Topics: CEO Succession, Executive Compensation, GGA