Global Governance Advisors

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

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: GGA, Shareholder Activism, Proxy Fight

Robert's Rules of Order Meets the Digital Boardroom

Posted by Linaeya Horn-Muller on Aug 20, 2018 10:00:00 AM

Picture this: an annual general meeting with no agenda. There’s no board chair or other administrator present to facilitate the meeting. What happens next? Can the board members stay organized, efficient and effectively discuss every necessary item? No, they can't.

The inability to have successful meetings with no set procedures led to the creation of Robert’s Rules of Order. Simply put, Robert’s Rules of Order is just another term for parliamentary procedure. It’s a widely accepted standard for conducting meetings and efficiently making decisions.

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Topics: GGA, Robert's Rules of Order, Digital Boardroom

The Secret to Successful CEO Succession Every Board Should Know

Posted by Paul Gryglewicz on Aug 15, 2018 10:00:00 AM

“Tim Hortons is hiring -- Canada's No. 1 coffee chain is looking for a new leader after the abrupt departure of its CEO.

The company announced Wednesday that Don Schroeder, 65, no longer serves as president and CEO after three years at the helm and two decades as an employee.” 1 [i]said in a 2015 press release.

The board’s number one responsibility is CEO succession planning, yet so many boards ignore the criticality of proactively discussing the senior leadership succession plan.  While industrial psychologist researchers have identified that some of the most successful CEO successors are those that have been hired from within,  most organizations do not have the depth of talent necessary to identify the new captain of the team. 

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Topics: board of directors, GGA, CEO Succession

Assessing Governance Effectiveness in Pensions

Posted by Brad Kelly on Aug 13, 2018 10:00:00 AM

In the compensation and governance world, it is commonly known that shareholders are relatively quiet when companies are successful and driving returns. However, when things go south, shareholders question more and demand to know how corporate governance can be improved. These demands are accentuated for public pensions. When pension funds are performing well, there is little pressure, but after weathering through the past two recessions and, for some, experiencing co-payment holidays, under-funding status levels are understandably correlated to the increased level of pressure they are experiencing today.

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Topics: GGA, Corporate Governance, Pension Governance

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: GGA, Board Room, Board Meeting

Four Steps a Board Should Follow When Determining Executive Compensation

Posted by Paul Gryglewicz on Jul 9, 2018 8:35:26 AM

This year’s FIFA World Cup highlights the importance of using defense to create a top-notch offense. The same can be said for Boards of Directors. The board’s best offense is a good defense, and good defense starts with a great fundamental base.  That base, in the world of compensation, is the Compensation Philosophy, and that philosophy needs to mirror the business strategy of the company. 

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Topics: board of directors, GGA, Executive Compensation

How to Effectively Take Board Meeting Minutes

Posted by Linaeya Horn-Muller on Jul 5, 2018 5:34:37 PM

The number of times a board meets each year varies and is dependent on each individual board’s goals. Some boards will only meet once – at their annual general meeting (AGM) – and others will meet multiple times. Regardless of how many times a board meets, one task is universal throughout all board rooms. During each meeting, board meeting minutes are recorded.  

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Topics: GGA, Meeting Minutes, Board Room

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 Importance of Giving Back to One's Community - A Life Lesson

Posted by David Boim on Jul 5, 2018 3:23:54 PM

Global Governance Advisors (GGA) includes “giving back to our community” as a core value of our corporate culture. The GGA staff identifies meaningful programs and partnerships that empower individuals living with developmental disabilities and youth in under-served communities. Our corporate philanthropy focuses on three areas:

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Topics: GGA, Autism Awareness, Corporate Philanthropy