Returns vs Growth in Compensation Design

Shareholders are becoming increasingly vocal on the relationship between shareholder interests and management behaviour, particularly in extractive industries. Ontario Teachers’ Pension Plan (OTPP) recently released an article entitled, “Is Management Compensation Rewarding the Right Behaviour?” where they outlined four considerations for E&P Boards in the face of heightened shareholder scrutiny. This article outlines Hugessen’s view of OTPP’s four recommendations and provides practical considerations for Boards as they contemplate how to address potential changes in incentive design. We note that while the article comments mainly on extractive companies, we believe the concepts to be applicable to Boards across all industries.

Highlights from the 2018 Proxy Season

Brian Lees  | June 2018
Hugessen has completed its annual review of the 2018 TSX 60 proxy circulars and we are pleased to share the highlights with you, including our summary of pay levels for TSX 60 CEOs, commentary on executive pay design and director compensation trends, results of this year's Say-on-Pay votes, and other governance trends.

Some highlights include:
- Median TSX 60 CEO pay increased by 13.0% year-over-year to $8.4M, led largely by the Financials and Materials sectors
- The sharp increase in 2017 CEO compensation bucks the overall pay level trend within the TSX 60 over the previous 5 years, which has been relatively flat
- Say-on-pay support this proxy season remains strong among TSX 60 issuers (92% average support), with a few notable exceptions
- Shareholder engagement activity continues to expand, as does its disclosure

Hugessen Event: Executive Pay Trends and Issues

Hugessen  | June 2018
In June Hugessen hosted breakfast events in Montréal, Toronto and Calgary to review executive pay trends and issues from this past proxy season.  The events featured notable research findings from an analysis of the information circulars of the TSX 60 and a panel discussion to share insights and experiences from corporate directors and governance experts.

News Flash: Rewarding the Right Behaviours – A Shareholder’s View

Hugessen  | March 2018
Last week’s release of a new Ontario Teachers’ Pension Plan (“OTPP”) study is another example of an institutional shareholder setting out industry-specific concerns related to executive compensation, together with suggestions for improvement. Specifically, this report questions whether the oil & gas industry’s existing incentive structures are properly designed to reward desired behaviour from a shareholder perspective.

News Flash: Congress Approves Tax Overhaul

Hugessen  | December 2017
On December 20, 2017, Congress passed the final version of the Tax Cuts and Jobs Act

Hugessen Consulting Dinner for Directors and Active Investors

Hugessen  | December 2017
In November 2017, Hugessen Consulting hosted a dinner in New York City with investors and directors in our network to discuss and exchange perspectives on the ever-expanding role of investors in the governance of publicly-traded companies. Dinner was attended by a mix of experienced US and Canadian corporate directors and shareholder representatives across a spectrum of investing models: private equity, hedge fund, and active managers. We were also joined by members of our NYC-based partner, Steven Hall & Partners.

New scrutiny on director compensation

Director pay levels are rising, and shareholders and proxy advisers are taking note. But along with a few modest changes in oversight, basic good governance should be enough to keep excesses in check.

ISS & Glass Lewis Release 2018 Proxy Guideline Updates (Canada & U.S.)

Michelle Tan, Erin Poeta, John Skinner  | December 2017
Institutional Shareholders Services (“ISS”) and Glass Lewis (“GL”) recently released updates to their 2018 voting guidelines for Canada and the U.S. The updated guidelines from ISS will apply to shareholder meetings for publicly-traded companies on or after February 1, 2018, while those from Glass Lewis will apply to meetings held on or after January 1, 2018. This memo provides a summary of policy updates on compensation-related and board-related topics in both jurisdictions. Overall, the 2018 updates were less extensive than in previous years, with the Canadian updates focusing more so on board governance practices (e.g. board gender diversity, director overboarding), than compensation-related guidelines.

Environmental and Social Issues: Growing Expectations on Boards and Implications on Executive Pay

Erin Poeta, Michelle Tan  | November 2017
The shareholder community has turned its attention to environmental and social concerns – commonly referred to as “E&S”, or more broadly “sustainability” – so it’s little wonder the topic has made its way into boardroom discussions on a regular basis. Conversations between Hugessen and the institutional shareholder community across North America reveal a growing recognition that E&S factors represent a risk that should be managed like any other risk within a company.

News Flash: Amendments to TSX Disclosure Requirements

Hugessen  | October 2017
On October 19, 2017, the TSX announced (relatively minor) amendments to Parts IV and VI of the TSX Company Manual