Reitmans (Canada) Ltd. It could have been worse for Reitmans this year - it only finished second -last in Board Games, with a score of 30. Shortfalls cut across the governance spectrum from board composition (no women on the board of women's clothing retailer?) to shareholder rights (why can't shareholders vote for each director individually instead of the whole board as a slate?) to disclosure (three of nine directors are described in the proxy circular as "business consultant," with no other biographical information). We could go on, but it appears no one is listening.
Canadian Securities Administrators We're giving a special thumbs down to the umbrella organization for Canada's provincial securities commissions because its new compensation-disclosure rules no longer require companies to report how much profit their executives made during the prior year from exercising their stock options. That now-defunct chart in the annual proxy circular let investors track the actual total compensation earned by executives over the long term, showing how intended compensation awards actually worked in practice. Plus, it was fun to see the giant numbers.
SNC-Lavalin Group Inc. There's so much information in SNC's model shareholder circular that it's easy to overlook extraordinary things. Take the chart buried way back on page 76, showing how much (now departed) chief executive officer Jacques Lamarre was awarded from every possible compensation source - options, perks, share units, share ownership plan contributions, and so forth. But this disclosure is not just for last year, and not just for the past three years. It's for every year since he became CEO in 1996 - 13 years worth of data about his compensation at the helm of the company. At SNC, at least, the truth is out there.
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Canadian Pacific Railway Ltd. While 50 per cent of companies in Canada's benchmark index still don't bother to tell shareholders whether they have a retirement policy for their directors, some companies are way over at the other end of the disclosure spectrum. Canadian Pacific not only outlines the board's retirement policy, but lists each director's latest date for retirement, requiring no mental mathematics for anyone interested in board turnover. CP also said this year that it plans to extend its director retirement age to 72 from 70, but will boost board rejuvenation by introducing term limits for serving as chairman of the board or of a board committee.
Cameco Corp. This year, for the first time, Board Games assessed whether companies disclose information about director education - hoping to see evidence of how the board stays current on key issues. Only 19 per cent of companies met our (frankly, low) threshold of describing the types of educational events offered to directors last year. Cameco, however, went far beyond. The company listed 15 educational events for directors in 2008, their host organizations, and which directors attended each one. And these were no cocktail parties; we're talking scintillating, multiday events on financial literacy, nuclear power, climate change and international reporting standards. Surprisingly absent from the list: improving your BrickBreaker score during educational presentations.
Find out who came out on top in our breakdown of board composition, compensation, shareholder rights and disclosure
The Globe and Mail's Board Games 2009 evaluates and ranks corporate governance practices in Canada. See the methodology we use in compiling the survey