From time to time, the CCGG issues reports on a variety of topics related to corporate governance.
Shareholder Democracy Study
CCGG occasionally publishes updates on the state of "shareholder democracy" among the constituents of the S&P/TSX Composite Index. The study measures:
- the appointment of a chair or lead director who is independent of management
- holding annual director elections with individual director by director votes
- implementation by the board of a “majority voting” policy
- detailed disclosure of voting results for director elections, and
- the holding of an annual ‘Say on Pay’ shareholder advisory vote.
Our first such study was published at our 2011 Annual General Meeting, which also investigated the adoption rates of these practices since April 30, 2003 - when CCGG first began operating and gathering data – to identify trends in these key measures.
Report on Clawback Provisions
A "clawback" provision allows a company to recoup performance-based executive compensation in cases where financial information upon which the performance payments were made need to be restated. The use of such provisions have rapidly gained acceptance in the United States over the past year and it is expected that similar provisions will begin to work their way into Canadian issuers. The report examines the rise in the number of clawback provisions being adopted as well as the structure and wording of these policies.
Report on Voting Results
CCGG has undertaken a review of how issuers are complying with Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations. The study focuses on two specific areas - how long it takes for an issuer to report their results and the level of detail provided in the report. Results from the study indicate that issuers do report their results in a timely manner, however, the quality of the report is not meeting the CCGG's best practice.