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2013 Board Games 2014 Report Card

2013 Board Games 2014 Report Card

$162.00

Use this markings report to help you make better investing, prospecting and consulting decisions.

Read the Globe and Mail Feature for this product.

Markings for the following items for each company's board of directors:

  • Rank
  • Company Name
  • Ticker Symbol
  • Industry
  • What percentage of the company's directors are fully independent?
  • What percentage of the audit committee is fully independent?
  • What percentage of the compensation committee - the committee that determines executive pay - is fully independent?
  • What percentage of the nominating committee - the committee responsible for recommending new directors to join the board - is fully independent?
  • Is the role of chairperson and CEO split?
  • Do two or more directors sit together on two or more other boards of publicly traded companies, creating the potential for a close-knit bloc of directors? Or, do three or more directors sit on any other corporate board?
  • Do any directors sit on four or more S&P/TSX company boards?
  • Are there any women on the board?
  • Does the company describe its approach to board diversity, including whether it has a policy regarding the representation of women on the board?
  • Does the board have a system to evaluate its performance?
  • Do independent directors meet without management?
  • Does the company disclose the process the board uses to manage succession planning for the CEO's job?
  • Does the company provide information about its director education processes for the year, and is there evidence that a formal process is in place?
  • Subtotal of first section: Board Composition, worth 32 marks out of 100
  • Are directors required to own shares or share units? (Stock options don't count.)
  • How many shares do directors own?
  • Is the CEO required to own shares? Stock options don't count
  • Does the CEO own shares?
  • Does the company have an anti-hedging policy - without allowing exceptions - for the CEO?
  • How well does the company disclose the compensation policies it applies when deciding CEO bonuses?
  • Does the company provide details of the specific target amounts that have to be achieved in each area?
  • Does the company explain the outcome of what actually happened with the performance goals and how the outcome affected the CEO's bonus?
  • Does the company disclose whether or not cash bonus or performance equity payouts are based on performance relative to a peer group of similar companies?
  • Does the company disclose the composition of the peer group used for comparing relative performance?
  • Does the company explain the rationale for the peer group it has chosen for measuring its comparative performance for equity payouts?
  • Are there performance hurdles for stock options or share units, beyond simply requiring the share price to rise over time?
  • Does the company disclose the total value of the CEO's accumulated shares and share units or equivalent equity holdings, and are the components broken out individually?
  • Does the company disclose the gains reaped by executives from exercising stock options over the prior year?
  • Does the company disclose the total cost of compensation to the top executive team as a percentage of the total profit or total shareholder return for the year, or does the company include a table or graph that compares total executive compensation to financial performance over at least three years?
  • Subtotal of second section: Shareholding and compensation, worth 28 marks out of 100
  • Does the company have a majority voting policy, asking directors to resign if they do not receive a majority of votes in support?
  • Does the company give shareholders an advisory vote on executive compensation (known as say-on-pay)?
  • Does the company report its annual voting results for each item on the proxy in its "report of voting results" document, including votes for directors and all other items on the proxy circular?
  • Does the company disclose it has a provision to "claw back" bonus payments to the CEO if wrongdoing is discovered late?
  • Does the company have a holding period for shares after a CEO leaves the company to ensure there is a performance "tail" to the CEO's work?
  • Does the company require a double-trigger before paying compensation and permitting equity units to vest for top executives upon a change of control?
  • Are stock options excessively dilutive?
  • Is the annual stock option grant rate excessive?
  • Is there a vesting period before options can be exercised?
  • Does the company calculate and display the year-end dilution level of stock options as a percentage of shares outstanding?
  • Does the company calculate and display the prior year's grant rate for option grants as a percentage of shares outstanding?
  • Does the company award stock options to directors?
  • Are there non-voting or subordinate voting shares?
  • Subtotal of third section: Shareholder rights, worth 28 marks out of 100
  • Does the company provide a full explanation of which directors are related and unrelated and why?
  • Does the company disclose detailed biographies to explain directors' qualifications to represent shareholders?
  • Does the company disclose in its shareholder proxy circular the voting results for directors in the prior year's board elections?
  • Did directors attend all meetings, and does the company remove directors with poor attendance?
  • Does the company disclose the total accumulated value (a dollar amount, not just number of units held) of directors' equity holdings, including shares and share units?
  • Does the company explain how each director's share ownership meets (or fails to meet) the required share ownership guideline?
  • Does the company disclose the dollar value of fees paid to an outside compensation consultant? And does the company disclose whether the compensation consultant provided any other services in the prior year? If so, does the company disclose the fee paid for other services?
  • Does the company disclose directors' ages?
  • Does the company disclose whether or not it has a retirement policy for directors, and what the details of the policy are?
  • Does the company disclose whether or not it has term limits for directors beyond a retirement policy, and what the details of the policy are?
  • Subtotal of final section: Disclosure, worth 12 marks out of 100
  • Total Marks