Trends and Insights from the 2023 Proxy Season: TSX60 Board Governance & ESG

Hugessen's June 6th webinar featured topics including: Board effectiveness and EDI insights; Learnings from ESG metrics in incentive programs; Shareholder perspectives; Anticipated trends going forward; and a US perspective from our affiliates at Semler Brossy Consulting Group.

Executive Chair Compensation Considerations

Andena Xhiku  | May 2023

Determining an Executive Chair’s compensation can be a relatively complex exercise. To assist Boards in making informed decisions, we have outlined key considerations in this article.

Executive Pay Disclosure: Exposé on the SVB Financial Collapse

The abrupt and complete collapse of SVB provides a potent case with which to examine the utility of the various components of executive pay disclosure. This article aims to help readers reconcile these vastly different truths. Although the SCT and PVP disclosure seem to contradict, they are in fact complimentary pieces of information that provide stakeholders with a valuable perspective on the company’s approach to executive pay.

ESG in Compensation Series 3 of 6: ESG Metric Selection Considerations

ESG metrics are a valuable tool to align executive interests with company goals and corporate governance expectations. It is important to carefully select ESG metrics and structure the compensation packages such that they are implemented in a meaningful and impactful way. This article outlines considerations for selecting ESG metrics for inclusion in a compensation program, and walks through an illustrative example.

Earlier articles in our series outlined the rationale for including ESG in executive compensation and introduced a framework to guide companies in identifying where they are in their ESG journey. Our next article will examine whether a company’s selected ESG metric(s) should be incorporated in the short or long term incentive program.

Larry Fink’s 2023 Letter to Investors: Key Takeaways for Boards

Reanna Dorscher, Michelle Tan  | March 2023

Larry Fink’s annual Letter to CEOs has become an anticipated dispatch that sets the tone for the upcoming proxy season, and this year’s edition is no exception. This article provides a summary of themes from the 2023 letter and our key takeways for consideration.

ESG in Compensation Series 2 of 6: Preparing to Incorporate ESG Metrics in Incentive Programs

Emily Parsons  | March 2023

In this article, we introduce one framework that companies can use to identify where they are in their ESG journey and areas for improvement. This assessment can then inform the development of robust, meaningful ESG measures in compensation.

ESG in Compensation Series 1 of 6: The Role of ESG Metrics in Executive Compensation

The focus on ESG (Environmental, Social, and Governance) in corporate Canada continues to build.  Boards and management teams increasingly review strategy and risk through an ESG lens, and shareholders and stakeholders expect companies to demonstrate measurable progress against their ESG objectives.

In this first article of our ESG series, we provide our perspective on why ESG metrics should be included in executive compensation incentive design.

Preparing Your 2023 Proxy: Emerging Topics and Trends from the TSX Composite 2022 Proxy Review

Ciara Wakita, Ella Chilton  | February 2023

In response to the increasing stakeholder focus on governance practices for organizations, Hugessen’s Board Effectiveness practice conducted an inaugural review of the TSX Composite to identify corporate governance trends, particularly as they relate to Board Effectiveness and diversity. This article is intended to identify the practices and considerations that improve boards’ effectiveness. This is particularly relevant now as companies look to draft their 2023 proxy circulars. The 2022 proxy research is complimented throughout with insights from Hugessen’s November 2022 annual Director Pulse Survey.

Fall 2022 Director Pulse Survey

The Fall 2022 edition of our Director Pulse Survey provides insights into how Canadian directors are seeing 2022 pay and performance decision-making, 2023 key board priorities, the impacts of inflation on compensation, the evolution of ESG in incentive plans, and a new feature on board effectiveness insights.

ISS and Glass Lewis Update Guidelines for 2023 (Canada)

Richard Liu, Andena Xhiku  | January 2023

Institutional Shareholders Services (“ISS”) and Glass Lewis have updated their 2023 voting guidelines for Canadian and US issuers. The updated guidelines from ISS will apply to shareholder meetings for publicly traded companies on or after February 1, 2023, while those from Glass Lewis will apply to meetings held on or after January 1, 2023. This briefing provides a summary of updates on compensation-related and select governance-related topics for the Canadian market.