Tag Archives: executive compensation

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Foreign exchange: the director pay dilemma

The need for international directors has never been greater. But to attract the best candidates—and keep the entire board happy when you do—director compensation needs to effectively address foreign exchange concerns
By Ken Hugessen
With Reanna Dorscher
October 4th, 2017

As Canadian corporations look to diversify their boards, the need to attract international directors—most commonly from the U.S.—increases. Likewise, companies expanding operations south of the border have a growing need to attract and retain U.S. directors. Both circumstances raise the … Continue reading

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Is it time for a hard look at “softer” pay targets?

With so much company value tied up in reputation, social licence, integrity and sustainability, there’s growing support for basing a greater share of executive pay on meeting “non-financial” metrics that reflect these goals
By Mai Nguyen
August 3rd, 2017

Back in April, you may have seen a video of an older, Asian man being forcibly dragged by police off an overbooked United Airlines flight. This viral clip not only sparked horror, outrage and vows to never ever fly with … Continue reading

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The retirement conundrum

There are times when paying severance to a retiring senior executive is warranted. But as a standard practice it raises questions and scrutiny. The good news: boards have options to help avoid the problem
By Ken Hugessen
With Guillaume Poulin and Parvathi Subramanyam
August 3rd, 2017

Severance payments are typically provided to executives in the event of a termination without cause. However, some companies also make severance payments to senior executives upon what looks to be a retirement. These situations often raise questions regarding the rationale … Continue reading

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After the AGM: a compensation committee reset?

With the heavy lifting over for another year, the next few months serve as an opportune time to review mandates and renew committee relationships
By Ken Hugessen
With Erin Poeta
May 19th, 2017

The annual general meeting represents a time of change for boards, as long-serving directors step down and new individuals join on. This time of renewal may also suggest a need for boards and committees to reflect on their mandates. For … Continue reading

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One-time awards: use sparingly

A well-designed compensation framework should negate the need for most one-time awards. Where exceptions arise, they must be handled with care
By Ken Hugessen
With Christine Vinette and Brian Lees
December 19th, 2016

One-time compensation awards can be a useful tool for boards to attract and retain key talent. While such awards have drawn considerable scrutiny of late, shareholders and proxy advisers are not always opposed to their use. This article explores how … Continue reading

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Locking up the vote

Special Report: Compensation, composition, communications ... with the 2017 proxy season looming for most issuers, it’s time to get a handle on the trends and tactics that will win the day for one side or the other
By Diane Peters
December 16th, 2016

On the eve of a special shareholders’ meeting last May by Taseko Mines Ltd. (TSX:TKO), activist shareholder Raging River Capital LP threw in the towel. The firm, created for the sole purpose of lobbying Taseko to replace two directors and … Continue reading

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Defusing share buyback anxiety

Investors are watching closely to see how companies deploy their cash, wary of schemes that inflate executive pay. But it needn’t be stressful, as long as boards get a few things right
By Ken Hugessen
With Michelle Tan and John Skinner
October 11th, 2016

The challenges of prioritizing long-term value creation over short-term returns has intensified in recent years and now impacts a wide range of topics, including executive compensation. The significant increase in share buyback activity in the U.S. (US$166 billion in the … Continue reading

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Setting pay through strategic transitions

Establishing performance standards and setting and managing executive pay is never easy. But what happens in a period of structural change? How do boards measure a moving target?
By Ken Hugessen
With Guillaume Poulin and Erin Poeta
August 1st, 2016

Over the last few years, many traditional business models have been threatened by obsolescence, including, to name a few, travel agencies, print media and more recently, coal-fired power plants. Boards and management teams in such sectors are often faced with … Continue reading

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In vogue for 2016? Pay cuts

Their share prices have been falling for years. Now more mining boards, having signed off on cuts to everything else, are wondering if it’s time executive pay followed suit
By Paul Brent
March 4th, 2016

Mining companies are accustomed to working with long lead times: potential plays can take years to assess, mines can take a decade to develop and operate for decades more while commodity cycles rise and fall. This year, as those companies’ … Continue reading

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Long-term compensation alternatives

Stock options are out of favour and the best-known alternatives aren’t really long-term at all. When it comes to executive pay, what’s a long-term oriented board to do? Try these ideas on for size
By Ken Hugessen
With Bridget McKellar
October 11th, 2015

Corporate boards and management teams of public issuers often bemoan the challenge of making effective long-term strategic business decisions in the face of short-term pressure from financial markets and investors to deliver quarterly results. Recently, however, there has been growing … Continue reading

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A not-so-foreign affair

The SEC’s new CEO pay-ratio disclosure rule for U.S.-listed companies may not apply to Canadian issuers, but if you think it won’t have an impact here on the way compensation is talked about, scrutinized and calculated, you better think again
By Ken Mark
October 10th, 2015

What’s in a number? Quite a lot, based on the U.S. Securities and Exchange Commission’s implementation in August of a rule requiring all firms listed on U.S. stock exchanges to calculate and disclose the ratio of their CEO’s total annual … Continue reading

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Total return not the total view

Total Shareholder Return has a nice ring to it. And much to recommend it as a tool to guide CEO pay decisions. But boards that use it exclusively aren’t getting a complete picture
By Ken Hugessen
With Linda McNally
May 16th, 2015

In recent years, Total Shareholder Return (TSR) has become the most frequently used metric in long-term incentive plans for assessing company relative performance and guiding the outcome of pay decisions. It is also used by proxy advisory firms to evaluate … Continue reading

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Pushing the envelope

Another annual meeting, another say-on-pay setback for the board of Barrick Gold. But this time, unlike 2013, it’s not the only big target for dissatisfied institutional funds
By Paul Brent
May 14th, 2015

For long-time shareholders of Barrick Gold Corp. (TSX:ABX), this spring’s annual meeting likely had a bizarre feeling of déjà vu to it. The question now is, how will the aftermath compare? Yes, company founder and chairman Peter Munk is one … Continue reading

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Money talks, excessive pay walks

SPECIAL REPORT: PREPARING FOR PROXY SEASON | An effective proxy season strategy takes in many elements. But these days, nothing within the board’s oversight is more critical to the process, and to AGM voting itself, than executive compensation
By John Greenwood
December 17th, 2014

One of the distinguishing traits of a good board of directors is they try to be prepared, so they’re always looking ahead, craning their necks to figure out what’s coming around the next bend. Back in 2010 the board at … Continue reading

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Own the pay-for-performance narrative

A board’s best defence in the say-on-pay era? Conduct an independent pay-for-performance assessment, then communicate it to your shareholders
By Ken Hugessen
With Lisa Oldridge
October 30th, 2014

Shareholders are interested in ensuring compensation is aligned with performance, and they use say-on-pay votes and director elections to express concerns where this is not seen to be the case. Unfortunately, many issuers fail to provide compelling evidence of a … Continue reading

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