Award Categories & Criteria
Award Submission CriteriaFor 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 ManagementEnterprise 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:
The information above is adapted from CPA Canada's A Framework for Board Oversight of Enterprise Risk by John E Caldwell, CPA,CA. 2. Best Practices in Sustainability and ESGSustainable governance considers not only the board’s role in ensuring the long-term and enduring success of the company but also includes the steps the board takes to ensure an effective oversight function of the organization’s social and environmental performance . This category considers the board’s responsibilities for the company’s sustainability policies and strategies and the board’s role in designing processes that effectively address its own sustainability. Other factors considered include approaches to environmental, social and governance issues and risks faced by the organization and the board’s role in their review.
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:
3. Best Approach to Achieving Effective Board and Committee OperationsDirectors, 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:
In each case, highlight innovation, not merely best practices. What does the organization do that is unique and effective in this context? 4. Best Practices in Enhancing Boardroom DiversityEntrants 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:
5. Best Practices in Strategic Planning, Oversight and Value Creation by the BoardEntrants 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:
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:
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. 6. Best Engagement by a Governance TeamThis 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:
In the case of publicly-listed entities, the judges will give weight to:
7. Best Compensation Disclosure and CommunicationExecutive 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.
Shareholder engagement If there has been engagement with shareholders about executive compensation, how did the company respond to shareholder concerns:
8. Best Practices in Subsidiary GovernanceParent 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:
9. Best Overall Corporate GovernanceThis pinnacle award will honour organizations that demonstrate on ongoing commitment to corporate governance that adds value for the organization. Nominees should describe the overall governance structure and systems and articulate their processes for continuous improvement. One award is for publicly traded companies and other award is open to all other sectors (non-publicly traded entities, including: crowns, co-operatives, private companies, credit unions, not-for-profit and charitable organizations, hybrid organizations). In all cases the applications should answer the following questions:
10. Governance Professional of the YearThis award category is meant to recognize an individual currently working in the role of governance professional (corporate secretary, corporate counsel, director of legal, risk, compliance, sustainability, etc), who has shown outstanding leadership and/or innovation in one or more aspects of governance. Nominations for this award should provide details on the achievements of the individual in governance matters and also demonstrate his or her innovation and leadership which makes them stand apart and deserve this unique recognition. Special attention will be paid to individuals who look to contribute to the improvement of their own organization’s governance on a continuous basis, who provide mentorship to those they impact in their own organization and/or outside in the profession as a whole, and who show leadership in carving out or pursuing new and innovative processes in governance.11. Peter Dey Governance Achievement AwardConsidered 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. | For EGA inquiries, please contact: |