Thought Capital

Every year, Hugessen Consulting conducts a review of the proxy circulars filed by the constituents of the S&P / TSX60 Index to report on trends in executive compensation and related governance practices among Canada’s largest and most influential companies.

This year, we expanded our focus on TSX60 issuers’ use of environmental, social and governance (“ESG”) metrics in executive compensation. This article provides a summary of our findings.

On September 28th, Partner Michelle Tan presented at The Conference Board's 27th Annual Executive Compensation Conference. The session explores the challenges and impact of addressing broader stakeholder interests in incentive programs - from strategy through implementation. You can watch the presentation here.  

The 2021 proxy season made it apparent that the “Environmental” pillar of ESG continues to be top of mind for stakeholders. In particular, the laser-like focus on climate change is targeting companies from multiple angles. This piece provides an overview of recent shareholder pressures on emissions targets in the energy sector, including highlights from the 2021 US proxy season and the implications for Canadian companies and smaller producers.

The changes to stock option taxation mark an opportune time for companies to reassess and, if necessary, revise their long-term incentive plan (LTIP) strategy and design. In March, Hugessen provided an overview of the tax changes – please see Part One for a detailed overview of the upcoming changes. This was followed by a briefing outlining approaches to reassessing long-term incentive design – please see Part Two of our series.  This “Part Three” briefing looks beyond the mainstream LTIP alternatives and focuses on real long-term equity and ownership approaches. Much of the material in this briefing was covered in a paper produced for a conference hosted by Caisse de dépôt et placement du Québec in October 2015 – please see Rethinking Long Term Incentives and Ownership Guidelines.

Hugessen has completed its annual review of the 2021 TSX60 proxy circulars, and we are pleased to share key findings on pay levels, pay design, regulatory updates and Say-on-Pay results. This year’s review has provided specific thoughts and considerations around COVID-19 actions on executive pay in Canada and other emerging trends this proxy season. Please click above for the webinar recording, download the TSX60 slides here and the full briefing here.

Hugessen’s June 29th webinar focused on emerging trends in the intersection between executive compensation and environmental, social and governance factors. Our session covered what we are seeing with respect to environmental factors in compensation programs and shareholder activism; the emergence of diversity, equity & inclusion within compensation programs, the ongoing evolution of board and management diversity policies, and how shareholders are addressing these issues; and how ESG trends are evolving in the US market. Please click above for the video and download the slides here.

With the 2021 proxy season nearly at a close, HR and compensation committees are in the process of gathering information for the coming year. Partnering with the Institute of Corporate Directors (ICD), Hugessen has reviewed executive pay disclosure among large Canadian public companies. Along with our panelists, we will discuss how boards approached pay for 2020 and 2021 and inform boards and management teams about expected executive pay trends for the coming year.
 

Deloitte and Hugessen have teamed up to present two webinars on the new stock option taxation rules. The first webinar is high level and is a good general information session and the second webinar is more technical in nature.

This briefing is Part two of our thought capital series on the changes to Canadian stock option taxation – please see Part One for a detailed overview of the upcoming changes. Our next article will focus on alternative equity compensation approaches and is expected to be published in Q2 2021.

The long-anticipated changes to Canadian stock option taxation are set to be effective July 1, 2021. The federal government, in the draft legislation released on November 30, 2020, provided details regarding the new limit on the eligibility of employee stock options to receive preferential “capital gains-like” treatment. For many companies, the impending changes mark an opportune time to review the LTIP design. This briefing is focused on the new stock option taxation rules; a follow-up briefing will cover revamping the LTIP strategy and design.