Tag Archives: say-on-pay

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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Proxy season: Pressure on all sides

Navigating the demands and potential landmines set out by activists, shareholders and regulators makes proxy season a challenge. In 2016, along with activism and proxy battles, two other issues—say-on-pay, and board composition and diversity—will tell much of the story
By John Greenwood
December 14th, 2015

When Denison Mines Corp. (TSX:DML) announced plans to acquire Fission Uranium Corp. (TSX:FCU) back in July, all seemed set to go. The boards of both companies approved the transaction, the regulators seemed happy and there was just the matter of … Continue reading

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All quiet? Keep it that way

Say-on-pay support was up this year and proxy advisers had fewer beefs. Rather than be complacent, boards should build on this goodwill by stepping up shareholder communications and engagement
By Ken Hugessen
With Michelle Tan
July 29th, 2015

Anyone reading the headlines during the 2015 proxy season might think recent efforts to reform executive compensation in Canada have suddenly fallen off the rails with this year’s multiple say-on-pay failures. But judging by shareholder votes, we see that the … 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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Make room, and make ready

Directors need to acknowledge the increasingly active role of shareholders and their advisers in executive compensation decision making—and then engage shareholders directly to hold sway over the agenda
By Ken Hugessen
April 21st, 2014

Today, it would be hard for a director of a mid-size or large public issuer to miss the increasing involvement of shareholders and proxy advisers (e.g. ISS and Glass Lewis) when dealing with executive and director pay and related performance … Continue reading

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Barrick turns the page

Peter Munk, iconic founder and long-time chairman of Barrick Gold, will step down this spring. His departure, after prolonged shareholder upheaval, plunging gold prices and massive write-downs, heralds a sweeping governance overhaul. It might fix the board—but what of the bottom line?
By Robert Thompson
February 26th, 2014

Maybe his Indianapolis office kept him oblivious to the profile of Barrick Gold Corp. (TSX:ABX) and its flamboyant 86-year old founder and chairman, Peter Munk, but hedge fund manager Mike Morris wasn’t looking to gain publicity for his boutique investment … Continue reading

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First you plan, then you pivot

Diversity, transparency, advance notice, notice and access, say-on-pay, voting infrastructure—they could be keywords, they’re certainly trending as the latest tools and regulations for issuers to master to keep pace with activists in proxy season
By Paul Brent
December 16th, 2013

Rising shareholder activism in recent years along with new policies and proposals from regulators has transformed the process of preparing for the proxy season from a dry routine to a dynamic, constantly changing exercise. As the calendar turns to 2014 … Continue reading

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Barrick vote symbolic—and then some

The impact of its shareholders’ massive say-on-pay vote rejection of new co-chair John Thornton’s huge bonus deal doesn’t end with Barrick Gold. Boards across Canada will be feeling it, too
By Jim Middlemiss
June 18th, 2013

Every AGM and proxy season has its seminal, defining moment—the shot across the bow that sends a message not to just one board, one set of directors, one company, but to every board and every director in the land. This … Continue reading

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Unfiltered, unscripted, invaluable

As shareholders become more assertive, directors need to be proactively engaged and start listening. The knowledge gained will support informed decisions on pay and executive performance—and prevent a nasty AGM surprise
By Ken Hugessen with Lisa Oldridge
June 18th, 2013

Boards of directors have long been responsible for taking shareholder interests into consideration as part of their fiduciary duty to the company, but until recently, direct engagement by directors with shareholders has been more of a laudable concept than a … Continue reading

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Pay pressure expected to increase

Canadian executives were largely spared from the 2012 “shareholder spring” backlash. But don’t bet it isn’t coming
By Cooper Langford
September 25th, 2012

On June 5, readers of the Financial Times were treated to an unusual column. Written by Sir Martin Sorrell, CEO of advertising powerhouse WPP plc, a few days before the company’s annual meeting, it amounted to an angry defence of … Continue reading

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Many are cast, fewer are counted

New rules for things like director elections and majority voting are on OSC and TSX agendas. Should they overhaul the proxy voting process instead?
By Celia Milne
December 20th, 2011

Everyone’s talking about democracy. And Bay Street, it seems, is no exception. Say-on-pay, individual election of directors, majority voting and the potential for proxy access; in some form or another, these are all current action items for the Ontario Securities … Continue reading

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