EXCELLENCE IN GOVERNANCE AWARDS

Award Categories & Criteria

1. Best Practices in Enterprise Risk Management
2. Best Practices in Sustainability and ESG
3. Best Approach to Achieving Effective Board and Committee Operations
4. Best Practices in Enhancing Boardroom Diversity
5. Best Practices in Strategic Planning, Oversight and Value Creation by the Board
6. Best Engagement by a Governance Team
7. Best Compensation Disclosure and Communication
8. Best Practices in Subsidiary Governance
9. Best Overall Corporate Governance
10. Governance Professional of the Year
    
11. Peter Dey Governance Achievement Award
    

Award Submission Criteria

For each category, the nominee must submit an executive summary which outlines achievements and addresses each specific criterion and question as outlined in the nomination brief. The summary must include why the company/individual/program meets the outlined criteria, as well as why it is unique and what makes it “the best.” This should include a narrative of not only what was done, but also “how” and “why.” The judging panel requires a clear and consistent explanation of what differentiates the nominee from its peers. The executive summary is limited to 750 words.

When including supporting materials to support the nomination, judges will need specific references to direct them easily to the specific sections/pages of your materials that support your submission. Be as specific as possible in order to make the material easily searchable, accessible and relevant.

1. Best Practices in Enterprise Risk Management

Enterprise risk management (ERM) is a management tool that encompasses the methods and processes used by organizations to manage risks related to the achievement of their objectives. By identifying and proactively addressing risks, companies can improve performance and protect and create value for shareholders. As such, an ERM program should not be premised on risk avoidance.

The risk management system should allow management to bring the company’s material risks to the board’s attention and assist the board to understand and evaluate how these risks interrelate, how they may affect the company, and how they are being managed.

The board’s responsibility for risk oversight and management’s responsibility for enterprise risk management should be clearly delineated. The entire board is ultimately responsible for overseeing risk and would benefit from drawing on the board’s full resources. Boards should play an active and direct role in risk assessment - Risks associated should include any event or condition that could materially affect long-term performance or cause material destruction of asset or shareholder value. The process is unlikely to become broadly accepted or embedded in the board’s annual agenda without the support and sponsorship of the board’s chair and the chief executive.

The judging panel will look for a highly engaged level of functioning by the board e.g. deep dives and other due diligence into the company, its capital structure, the industry and markets to understand and address inherent risks and opportunities.

All applications should answer the following questions:

• How is risk tolerance and risk appetite incorporated into the company’s strategic plan? How does the board assess risk and reward when considering major strategic or tactical initiatives?
• What framework is in place to identify and categorize risks that may materially affect the enterprise’s performance, asset values or viability? How does the board gain access to information about material risks?
• How are the chair of the board and CEO demonstrating commitment to a dynamic and robust risk management environment?
• How do the board’s agendas promote integration of risk issues with other agenda items such as strategy, organization and finance?
• How are current compensation practices aligned with prudent risk management?

The information above is adapted from CPA Canada's  A Framework for Board Oversight of Enterprise Risk by John E Caldwell, CPA,CA.

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2. Best Practices in Sustainability and ESG

Entrants in this category will be judged on the board processes in place that instill and support a culture of sustainability across the organization and that demonstrate effective board oversight of sustainability. Submissions should aim to provide commentary on the core attributes of sustainability governance.

All applications should answer the following questions:

• Describe how sustainability is reflected in the corporate strategy. What is the board’s policy on sustainability and how often is it reviewed? Describe how sustainability issues are integrated into the company’s enterprise risk management program, the frequency with which sustainability is a board agenda item and the breadth and depth of the discussions that ensue.
• How is sustainability reflected in the board and director education, evaluation, recruitment, selection and orientation processes?
• How does the board oversee sustainability? How does the board disclose details on the sustainability issues facing the company and the board's oversight of these issues?
• Describe how the board assesses management’s performance on their sustainability objectives. How often does this assessment occur? Does the compensation program include specific sustainability objectives and targets? If not, how does the board incorporate achievement of specific sustainability goals and objectives in their compensation decisions?
• Describe the processes in place that support an ethical culture.

3. Best Approach to Achieving Effective Board and Committee Operations

Directors, individually and as a group, should bring important and unique talents to bear for an organization. But they can only do so if board and committee composition, processes and time are actively managed to maximize their governance and strategic oversight functions. The Corporate Secretary plays a key role in achieving this result.

Drawing on concrete and specific examples over the last governance year, please address each of these questions:

• How do you ensure you have the right board? What is the board’s philosophy on board renewal and how is this carried out in practice? Discuss succession planning, board nomination and renewal processes, talent management, and board/director evaluation strategies.
• How do you ensure the board remains current and educated? Discuss onboarding and continuing education strategies.
• How do you ensure the board and committees make the best use of limited time? Discuss the formulation and management of board and committee materials, the allocation of responsibilities between board and committees and board/committee interaction, and agenda planning and follow up.

In each case, highlight innovation, not merely best practices. What does the organization do that is unique and effective in this context?

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4. Best Practices in Enhancing Boardroom Diversity

Entrants will be judged on the diversity of their board of directors, including consideration and disclosure of: a diversity policy; measurable diversity objectives and regular progress reporting; director term limits and turnover; diverse board and committee chairship; diversity incorporation within the board evaluation and director identification and selection processes; the objective application of a director competency and skills matrix; the verifiable existence of an organizational culture of inclusion; and other leading practices, such as the verifiable existence of a robust and implemented talent management strategy, director interviews, restrictions on the number of boards on which directors serve, and the recruiting of diverse candidates and first-time directors not previously known to the board.

Overall diversity at the board and senior management level will be given specific attention, as will strategies and timelines for increasing all forms of diversity within the organization. Judges will look for connections between diversity and changes in organizational outcomes.

All applications should answer the following questions:

• What are the measurable objectives or targets for diversity on your board of directors?
• How does your board articulate it approach to diversity?
• How does your board provide for appropriate renewal? What is your board’s approach to director term limits?
• How does your board (or nominating committee) recruit independent directors possessing desired expertise who are unknown to incumbent directors and management?
• What is the board’s approach to individual director evaluation and how does this factor into director renewal?

5. Best Practices in Strategic Planning, Oversight and Value Creation by the Board

Entrants will be judged on the role of the board in value creation and strategic oversight, the board's setting standards for a value creation process and how the board leads management to develop an optimal value creation plan.
 The company’s strategy is often one of the key determinants of shareholder value; therefore,  the importance of effective board oversight in terms of strategy must be clear.

Shareholders ultimately hold the board accountable for long-term value creation – strategy should form the basis for this. Management needs the board’s long-term perspective to offset daily pressures such as dynamic markets and quarterly earnings expectations to focus on the near term.

An annual review and approval of strategy is both too little and too late for responsible oversight of this critical function. Boards should provide input and have visibility into the strategy, including planning, development, execution, monitoring and assessing strategic risk.

Judges will assess the boards input on the planning process and will look for the demonstration of collaboration with, and guidance to, the executive team throughout the following four phases:

• Preparation;
• Strategy Formulation;
• Execution and;
• Monitoring.

The judging panel will look for evidence of an engaged board and evidence of a business model that can consistently produce earnings and positive cash flow.

All applications should answer the following questions:

• How is the board involved in establishing and assessing the critical success factors for the organization?
• How does the board gain access to information relevant to value creation and strategy planning?
• How does the board effectively assess organizational performance?
• How does the board assess whether the enterprise has the right leadership to develop and lead the execution of strategy?
• How is the desired culture established, reinforced and supported? How does the board oversee the organization’s performance in this area?
• How does the organization’s approach to compensation support value creation?
  

The information above is adapted from CPA Canada's A Framework for Board Oversight of Strategy by John E Caldwell, CPA,CA & Ken W Smith, Ph.D., MBA, ICD.D, C.M.C.

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6. Best Engagement by a Governance Team

This category will assess nominees’ overall communication and engagement with the constituencies that are important to their particular organization. This may include shareholders, investors, employees, suppliers, regulators, communities, donors or customers – among others.

Consideration will be given to a nominee’s overall shareholder/stakeholder engagement activities and the value this engagement creates for the constituencies the organization exists to serve.

Two awards may be granted in this category: one specifically for publicly-listed entities where the focus is upon shareholder engagement; and the second for any organization in respect of its particular stakeholders. In both cases, judges will look at the regularity of engagement; the quality, readability and effectiveness of written disclosures; the variety of formats for communication, and an overall level of responsiveness.

All applications should answer the followings:

• Please provide an overall summary of the engagement process and supply specific examples of how the process has improved shareholder/company (or stakeholder/organization) relations and/or how it has added value to the shareholder/stakeholder group as a whole.
  
• How is engagement integrated into business practices? How do the IR and governance functions interact? 
  
• Has the organization not just communicated, but also used the feedback received to improve its operations?
  

In the case of publicly-listed entities, the judges will give weight to:

• Clarity, completeness and accuracy of written disclosures;
  
• Discussion of director appropriateness, and the skills and experience of the board;
  
• Enhanced disclosures, including but not limited to the proxy statement and CD&A;
  
• Online, interactive or other innovative mediums for shareholder communication, including virtual forums;
  
• Mechanisms for access to board members and senior management, both collectively and individually; and
  
• The effectiveness of investor outreach activities and accessibility of the board in terms of level of responsiveness to shareholders, including the degree to which the engagement program is proactive.
  

7. Best Compensation Disclosure and Communication

Executive compensation and the say on pay are now at the centre of shareholder engagement. How companies pay their executives is becoming as important as a company’s financial performance.

Companies should be able to explain clearly and concisely how executive compensation practices link strategy and compensation to promote a company’s growth over the long term.

Compensation discussion and analysis is the key document shareholders use to understand the company’s approach to executive pay. The quality of this disclosure has been steadily improving, but at the same time, shareholders are looking more critically at what companies are doing, and raising it in engagement meetings when they have concerns.

All nominations should address, and will be considered against, the following criteria:

CD&A

Effective disclosure is not just legally sound – it combines logical organization with plain language and design to communicate clearly.

• Is the CD&A logically organized? Is information easy to find, clear and to the point? Does it use design to enhance understanding?
  
• How clearly does it describe how compensation is linked to company strategy, creating long-term shareholder value and managing risk?
  
• Is pay linked to performance and how thoroughly is that explained?
  
• How clear is the decision-making process? Can the board use its discretion to make adjustments (how and when)?
  
• Is there consistency between the MD&A, CD&A and ESG disclosure?
  

Shareholder engagement

If there has been engagement with shareholders about executive compensation, how did the company respond to shareholder concerns:

• Hold meetings and conference calls to learn more about shareholder concerns?
  
• Follow up to test potential changes to the compensation program?
  
• Clearly explain the process and changes to the program in the CD&A?

8. Best Practices in Subsidiary Governance

Parent organizations, especially of public companies, may be subject to mandatory disclosure and scrutiny of governance. But in many cases, much of an organization’s structure and operations lie “below the waterline,” in subsidiaries. They are not subject to the same scrutiny, but their problems can bring down the whole organization. Strong subsidiary governance helps organizations reduce their risk, and enables subsidiary directors to meet their duties.

Nominees should describe how their subsidiary governance practices promotes overall good governance within the enterprise, addressing in particular:

• How does your company ensure that the parent board has proper oversight of subsidiaries and the enterprise’s organizational structure? How do you align the parent company’s need to steer the direction of the enterprise and the duty of subsidiary directors to do what is in the best interests of the subsidiary?
  
• Do you have a formal subsidiary governance framework? Explain how it works.
  
• How is subsidiary board composition determined? Consider management, director independence, board size, independent non-executive directors, term limits, and diversity.
  
• How do you prevent subsidiary board meetings from becoming management meetings? Describe how subsidiary board meetings are planned, organized and run.
  
• What are the challenges of running subsidiary board meetings and how have you addressed them? 

11. Peter Dey Governance Achievement Award

Considered to be the “Godfather of Canadian governance,” Peter Dey is to thank for the inception of GPC, as it formed around the time the Dey Report was issued in order to respond to a growing demand from governance professionals for a forum of like-minded individuals. This award recognizes outstanding and ongoing achievement in the realm of corporate governance. This person need not be a GPC member or a corporate secretary; rather, it is someone who has significantly impacted the way companies are governed, are regulated, or how they communicate with investors and the wider community. This award is meant to recognize the outstanding contribution(s) by an individual to corporate governance in Canada.

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