2011 marks the 10th year of Board Games, The Globe's annual report on corporate governance. See the rankings: Related content2011 corporate governance rankings and see the full 2011 Board Games website here.
Open Text Corp.
Technology companies have long faced criticisms for having too few women in senior roles, and some have faced proxy resolutions calling for greater diversity. Open Text ranks as one of just six companies in Canada’s composite index whose boards have 30-per-cent women. With three of nine directors, it doesn’t have the most women by sheer numbers. But Open Text shines in percentage terms, and it sets a great example for those who argue it is too hard to find qualified women in their industry. It’s not.
Pinetree Capital Ltd.
Quick, name Canada’s second-highest paid (public company) executive last year. Of course, you picked Sheldon Inwentash, chairman and CEO of Pinetree , an investment firm with a Dec. 31, 2010, market value of $560-million Canadian (today, the firm’s market value is about $218-million). He earned almost $35-million in 2010 – mostly cash – because he’s paid 10 per cent of the annual growth in the firm’s net asset value. The company said its new pay plan is normal for hedge funds. So it’s not crazy to pay the CEO more than 6 per cent of market cap for one year’s performance? Carry on.
Shaw Communications Inc.
Former CEO Jim Shaw had Canada’s most lucrative CEO pension plan when he announced his plans to retire late last year, triggering his $5.3-million annual pension at the ripe young age of 53. Faced with a $71-million liability for his pension, what was the Shaw board to do? Obviously the answer was to boost his pension entitlement, upping the promise to $5.9-million a year for life as a parting gift. The cost of the change wasn’t revealed, but one accounting professor calculated the liability could now be up to $100-million.
SNC-Lavalin Group Inc.
Those intrepid enough to read all the way to page 100 of SNC’s 153-page proxy opus will find an intriguing new idea for ensuring executives act in the long-term best interests of the company, even if they plan to depart. SNC says retiring employees with 10 years of service can continue to hold and exercise their stock options, sparing them the need to cash out with years remaining on the options. The catch? They have to continue to own enough shares to meet share-ownership guidelines for active executives. That’s a long leash.
New Gold Inc.
Shareholders will find plenty of new gold in this company’s latest proxy circular. The mid-sized gold producer wins our “Most Improved” award for 2011, climbing 23 points in the Board Games rankings to score 76 this year, up from 53 in 2010, even as the marking criteria continue to toughen. New Gold has adopted a policy requiring directors and executives to own shares, and has greatly bolstered its disclosure practices, especially around compensation. Glittery.