Using Adjusted Financial Data in Incentive Plans August 2014The key to a successful incentive design is selecting the right metrics - ideally metrics that drive shareholder value and ones that executives understand and control.
When it comes to executive compensation in banking, the importance of retaining great employees often gets short shrift to discussions of pay-for-performance and what the regulators want.
Two recent lawsuits represent an emerging trend of shareholder plaintiffs raising allegations that directors' pay is excessive and that the equity plan in which they participate does not set forth meaningful limits on their compensation.
ISS Releases its 2015 Policy Survey August 2014ISS's recent Policy Survey previews potential changes in its 2015 proxy voting policies.
Partner Jane Romweber continues her critique, as reprinted from Agendaweek.com, of proxy advisory say-on-pay policies
Advisory firms are micromanaging pay in 3 critical areas. Analysis by Meridian partner, Jane Romweber, as reprinted from Agendaweek.com.
The bulletin provides guidance on investment advisers' responsibilities in voting client proxies and the scope of these responsibilities and retention of proxy advisors.
Although the final Dodd-Frank Act regulations have not been released, many banks are adjusting their incentive programs to respond to regulatory pressure.
The cost for public companies to comply with the requirements of the CEO pay ratio disclosure rule will be significantly greater than what is anticipated by the SEC or Congress.
Coke's 2014 proxy went to great lengths to explain and illustrate the operation and impact of the fungible share pool.
SEC Commissioner Gallagher Advocates Reforms to Proxy Rules Regarding Shareholder Proposals April 2014The Commissioner advocates reforms to the proxy rules in three key areas.
Shareholder Engagement-Why, When and How to Talk to Shareholders About Executive Compensation April 2014Learn the 3 most important reasons shareholder engagement is on the rise in Canada... and how you should respond.
In late February, a comprehensive draft proposal to reform the Internal Revenue Code was released, that would tax deferred compensation upon vesting.
Vestar Capital Partners, a private equity firm, agrees to acquire Institutional Shareholder Services (ISS) from its parent corporation, MSCI, Inc.
The Wall Street Journal reports that Insight Venture Partners, a New York private equity and venture capital firm, is likely to acquire Institutional Shareholder Services Inc. (ISS)
House Bill Would Extend Reach of 162(m) to All Employees February 2014Bill to Eliminate Significant Exemption for Performance-Based Compensation. Congressional interest in curtailing the tax deductibility of executive compensation heating up.
Understanding How ISS Evaluates Pay for Performance February 2014For TSX composite companies, a detailed assesment of ISS recommended voting "against" say on pay, "withhold" on directors, and/or "against" an equity plan proposal.
NASDAQ and NYSE) posted on-line forms that listed companies must complete to confirm their compliance with new listing rules on compensation committee independence standards.
Governance policies on an overall basis and four governance areas used in IGQ: Board Structure, Compensation, Shareholder Rights, and Audit Practices.
As re-posted from Corporate Board Member magazine's website, http://www.boardmember.com, these insights address the so-called CEO pay ratio disclosure.
Top 10 highlights for 2013- Executive Comp in Canada January 2014From Say on Pay to Dodd-Frank, to Pay for Performance, a quick review of the highlights from calendar year 2013
Stress-Testing: So Many Questions to Answer December 2013More than just a popular governance buzz word, "stress-testing" incentive compensation designs provides valuable information for compensation committees and management alike.
Strong compensation governance processes and careful development and use of benchmarking data are essential for HR Committees to critically evaluate executive pay.
How companies align incentive targets, ranges from direct reliance on an annual budget, or use of a straight funding pool, to evaluating a "scorecard" of metrics and performance expectations.
Regulatory and Governance Update-Canadian Developments December 2013Mandatory Say on Pay Remains Unlikely. The Canadian voluntary Say on Pay regime appears unlikely to change soon, although voluntary adoption continues to increase.
Emerging Trends in How Banks Pay the Board December 2013Reprinted with permission from Bank Director magazine, Partner Susan O'Donnell and lead consultant Daniel Rodda are interviewed on important trends in bank compensation plans.
Best Practices for Your Compensation Committee December 2013Reprinted with permission from Bank Director magazine, Partner Susan O'Donnell issues a primer for bank Compensation committees facing increased responsibilities, time commitments and risks.
Designing the Banks Incentive Plan December 2013Reprinted with permission from Bank Director magazine, Meridian lead consultant Daniel Rodda commentary on designing bank compensation performance plans
Nasdaq proposes rule amendment that would eliminate the current differences between Nasdaq and NYSE listing standards on compensation committee independence.
ISS Issues 2014 Policy Updates November 2013ISS issues updates to its proxy voting policies for 2014. The final updates revise ISS proxy voting policies for U.S. listed companies in 3 key areas
ISS and Glass Lewis Provide Issuers the Opportunity to Update Self-Selected Peer Groups November 2013Earlier this week, (ISS) and Glass Lewis (through its partnership with Equilar) announced that companies may submit updated self-selected peer groups in advance of the 2014 proxy season.
MSCI Explores Strategic Alternatives for ISS November 2013On October 31, 2013, ISS announced in a press release that the Board of Directors of its parent company, MSCI Inc., a publicly traded company listed on the NYSE, has authorized the exploration of "strategic alternatives" regarding ISS.
ISS Issues 2014 Draft Policy Updates November 2013On October 21, 2013, ISS issued draft updates to its proxy voting policies. The draft updates proposed revisions to ISS proxy voting policies for U.S. listed companies.
SEC Chair Mary Jo White told the Council of Institutional Investors attendees, the Commission was pushing forward on its rulemaking efforts despite challenges faced by the resource-strained agency.
ISS 2013-2014 Policy Survey Summary of Results October 2013ISS's recent Policy Survey previews potential changes in its 2014 proxy voting policies.
SEC Posts Proposed Rule on CEO Pay Ratio September 2013The Securities and Exchange Commission (SEC) adopted a proposed rule on the CEO pay ratio disclosure mandated under Dodd-Frank.
SEC Approves CEO Pay Ratio Disclosure September 2013Earlier today, the SEC approved the proposed rule on the CEO pay ratio disclosure mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The attached Meridian Client Update summarizes the known elements of the now-approved rule.
Summary of 2013 Proxy Vote Results August 2013The principal portion of the 2013 proxy season has drawn to a close with over two-thirds of Russell 3000 companies and approximately 88% of Standard & Poor's(r) (S&P) 500 companies disclosing their 2013 proxy vote results.
SEC May Adopt Proposed Rule on the Dodd-Frank Act CEO Pay Ratio Disclosure; SEC Raises Concerns about Institutional Shareholders "Blindly" Following Recommendations; ISS Recommends Against McKesson; UK Proposes Regulations; Swiss Look at Minder Initiative
Charges include breach of client's confidential proxy voting information. House subcommittee holds hearings on proxy advisory firms.
2013 Canadian Say on Pay Results July 2013Say on Pay ("SoP") is still voluntary in Canada. The uptake continues with 127 companies having SoP votes in 2013, up from 104 last year.
2013 Proxy Vote Outcomes To Date June 2013Updated report on Say on Pay proposals vote outcomes for Russell 3000 companies. Also, statistics on the correlation between ISS vote recommendations and outcomes, and shareholder proposals relating to executive comp and key corporate governance matters
To keep pace with changing developments in executive compensation—driven by regulation, competition for talent and the evolution of strong governance processes—boards should revisit their information circulars.
Update on Proxy Say on Pay Outcomes May 2013
Equity is an increasingly important component of director compensation and is designed to create alignment with shareholders and deliver competitive pay.
2013 Proxy Vote Outcomes To Date May 2013Meridian reports on outcomes on management Say on Pay (“MSOP”) proposals for Russell 3000 companies. We also track ISS vote recommendations on Russell 3000 companies’ MSOPs and the correlation between ISS vote recommendations and vote outcomes
Swiss Pass Referendum on Pay April 2013
Board Leadership at Canadian Companies April 2013This client update looks at the 4 most common types of board leadership at Canadian companies: Independent Chair, Combined CEO and Chair, Executive Chair and Lead Director.
CCGC 2013 Executive Compensation Principles April 2013The Canadian Coalition for Good Governance (CCGG) released its new executive compensation principles
Say on Pay Litigation April 2013The Courts continue to strike down lawsuits arising from failed say on pay votes. The latest defeat occurred on March 14, 2013 in the U.S. District Court for the District of Delaware which dismissed such a suit against Hercules Offshore Inc.
ISS Rolls Out New Corporate Governance Scoring Tool February 2013
SEC Approves NYSE and Nasdaq Rule Changes January 2013SEC Approves NYSE and NASDAQ OMX Rule Changes Relating to Compensation Committee Independence Standards
The Future of Executive Compensation December 2012Click here to view Daniel Rodda and Michael Brittian's recent article published on BankDirector.com.
ISS Issues 2013 Policy Updates December 2012
ISS Issues Draft 2013 Policy Update October 2012
ISS 2012-2013 Policy Survey Summary of Results October 2012
Megan Sandquist Joins Meridian Compensation Partners September 2012
Setting CEO Compensation September 2012
Setting CEO Compensation July 2012Click here to view Annette Leckie and Daniel Rodda's recent article published on BoardMember.com.
SEC Issues Final Rule on Independence Standards for Compensation Committees and Disclosure of Consultant Conflicts
Shareholders of Nabors Industries and Chesapeake Energy Approve Proxy Access Proposals
Applying Discretion in Bonuses May 2012
2012 Say on Pay Vote Results To Date May 2012Early Vote Outcomes Show Shareholders Continue Their Overwhelming Support for Say on Pay Proposals
2012 Say on Pay Vote Results To Date April 2012
Citigroup Loses Say-on-Pay Vote April 2012
There are some key differences that Canadian directors should be aware of when sitting on boards of U.S., or cross listed companies.
Say On Pay Lawsuits and Risk Audits March 2012Courts continue to dismiss Say on Pay lawsuits; Auditors may be required to assess financial risks posed by executive compensation
Meridian Compensation Partners’ study examined executive share ownership practices at the S&P/TSX 60
ISS Guidance on Pay and Performance Test February 2012ISS has released technical guidance on their new pay-for-performance test
Courts Dismiss Say on Pay Lawsuits January 2012Courts dismiss Say on Pay Lawsuits
CC Handbook press release
Unable to meet its previously announced deadline of 12/31/11, the SEC is again delaying the expected date on which it will adopt final rules relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act
This Client Update provides an in-depth look at this new methodology and the guidance provided under the ISS white paper.
ISS Releases Documents December 2011Description- ISS Releases Documents on Governance Risk Indicators and Evaluating Pay for Performance Alignment
Meridian Compensation Partners recently completed a study that compared the outside director compensation practices at the S&P/TSX 60 index companies and at 322 U.S. public companies with comparable revenue.
Recent Updates from ISS and CCGG December 2011In October, the CCGG released its guidelines for equity-controlled companies which include several of Canada’s largest public corporations and in November ISS released changes to its voting policies for Canadian companies.
SEC Chair Speaks About Say on Pay November 2011Highlights of SEC Chair Schapiro’s address to The Conference board regarding SEC’s goals on Say on Pay.
ISS Releases its 2012 Draft Policy Updated October 2011The 2012 Draft Policy Updates propose key changes to ISS’ Proxy Voting Guidelines on executive compensation and corporate governance issues.
Highlights of ISS 2011-2012 Policy Survey and Council of Institutional Investors White Paper on Say on Pay Votes
SEC Will Not Appeal Court Ruling September 2011Client Update regarding SEC decision to not appeal court ruling regarding proxy access
Summary or changes in executive compensation proxy disclosure in 2012
SEC Delays Rulemaking under Dodd-Frank Act August 2011SEC delays planned adoption of certain rules related to executive compensation disclosures
Court Holds Proxy Access Rule Invalid July 2011Client Update regarding D.C. court of appeals rejecting SEC proxy access rules
July 21, 2011 Say on Pay Voting Outcomes July 2011Updated say on pay on say on vote frequency results as of July 20, 2011
The five key governance issues for Canadian Compensation Committees to address in 2011 are: risk adjusted compensation; hedging share based compensation; clawback provisions; experience and education of Compensation Committee members; and shareholder enga
House Committee Passes Bill to Repeal Dodd-Frank Act’s CEO Pay Ratio Disclosure Provision
A senior hire in our Toronto office, Christina brings decades of relevant experience.
Say on Pay Vote Outcomes Update May 2011Updated vote outcomes from Russell 3000 and S&P 500 companies
Navigating the SEC’s proposed rules for independence of Compensation Committees