Background

After adopting Say on Pay (SoP) in 2012 and attaining high levels of support in the initial two years, the Company’s SoP dropped to 75% in 2014 after proxy advisor Glass Lewis (“GL”) made an “against” recommendation, citing pay for performance concerns.

 

Analysis / Work Completed

The Board, including the Chairman and the Chairman of the Compensation Committee (“CoCC”), worked with Hugessen to understand the shareholder and proxy advisor perspective.

Hugessen supported the board in the following activities:

  • Requesting and arranging for meetings with proxy advisors and key shareholders
  • Preparing the Company for the meetings with insight into the processes, policies and perspectives of the proxy advisors and key shareholders
  • Preparing meeting discussion materials that provide comprehensive information on pay and performance and convey key messages from the CoCC

Hugessen and the CoCC also worked to make revisions to certain elements of the compensation plan in the normal course, some of which addressed concerns raised by proxy advisors.

In spite of the 2014 enhancements to compensation programs, improved disclosure, and recent engagement with both ISS and GL, Glass Lewis again recommended against the Company’s SoP in 2015.

Though disappointed, the Board and management team were prepared to quickly take action:

  • Management spoke to GL to clarify technical details, having established a relationship / open line of communication
  • CoCC issued a letter to certain shareholders which refocused attention on key messages of the Company’s pay-for-performance narrative (e.g. use of certain metrics, etc.)
  • Management reached out directly to governance departments of top 20 shareholders
  • Hugessen spoke with several of the largest and most influential institutional shareholders, including those who had gone public with their opposition to other gold company SoP votes

 

Outcome

  • The Company received strong voting results, which stood in contrast to several other gold issuers
    • SoP received 89% approval notwithstanding GL’s recommendation
    • All directors re-elected with >99% support
  • Board and executives strengthened network with investors’ governance departments