Wesfarmers, which owns some of Australia’s most recognizable brands, sees concerns from shareholders and proxy advisors regarding its CEO and executive pay during the last proxy season

Why have 75% of first-time say-on-pay votes failed in 2019? A large number of negative votes can be attributed to incentives. Companies need to rethink their incentive plans and make sure metrics truly benchmark performance.

A key element in an assessment of remuneration outcomes is the payout track record and payout variability over several years. Sophisticated remuneration structures should result in pay outcomes which vary in line with performance.

A well-founded remuneration policy is no longer optional. The new European Shareholder Rights Directive demands transparency around remuneration of directors.

While no company wants to find itself in a state of voluntary administration, it is a stark reality faced by the Australian-based fund manager Blue Sky Alternative Investments Limited. The company is currently undergoing administration, following years of challenging circumstances starting as early as 2017.

Harvey Norman’s Annual General Meeting is to be held this Wednesday November 27, 2019. With leading independent proxy advisor CGI Glass Lewis advising to vote against the reappointment of the company’s chief executive, Katie Page, and the remuneration report, the gloves are off.

Will changes to Boeing’s board be enough to sharpen focus on product and safety going forward? This article examines Boeing’s corporate governance practices and current board expertise, bringing to light some interesting findings.

In an increasing number of companies, remuneration based on short-term results is giving way to a remuneration structure based on long-term performance. Companies should be able to indicate how the CEO’s remuneration contributes to long-term value creation, and be prepared to discuss their performance in this area.

With the proxy season fast approaching SRD II is top of mind. Learn about the implications SRD II will have on disclosure of executive pay and corporate goverannce.

Andrew Gebelin from Glass Lewis talks through how he and his team of analysts have benefited from using the CGLytics data and tools to improve their executive compensation analysis and Say on Pay recommendations for European markets.

Basic Energy Services, Inc. could well have benefited from some foresight when plotting out the award schedule under its new 2019 Long-Term Incentive Plan. Glass Lewis use their equity compensation model to examine the shareholder opposition and how it could have been potentially avoided.

CGLytics’ examines the board expertise and director interlocks of GSK both pre- and post-appointment of Mr. Jonathan Symonds, following Philip Hampton’s resignation as Chairman.

Glass Lewis’ assessment of executive remuneration reflects a balance of quantitative and qualitative considerations, with CGLytics’ suite of tools underpinning the quantitative component. In the following discussion, we review the quantitative assessment with respect to Deutsche Bank, using CGLytics’ analytical tools.

WeWork has had a tumultuous build-up to their IPO. Many investors were hesitant to back the company as their corporate governance policies did not meet their standards. CGLytics looks at some of the key factors that created controversy.

Two historical examples of organizations that have had their stock option plans rejected by shareholders include Red Lion Hotels and HomeAway. How could they have reduced the likelihood of rejected plans? Read to find out

Social responsibility is an increasing priority for corporates, reflecting changing pressures from stakeholders and society. In this article CGLytics looks at the trend of linking executive equity compensation to responsible social practices.

The Executive Management Team plays a pivotal role in the performance of a company. The dismissal or exit of one or more executives is often accompanied by a change in strategy. However, this isn’t always perceived as a positive change by investors.

In this use case, Glass Lewis examine the “additional considerations” regarding the quantitative examination with respect to Capri Holdings, Inc. (formerly Michael Kors Holdings Ltd.) using CGLytics’ analytical tools.

Conflicts of interest, collusion and the overboarding of directors have been known to grab the attention of the biggest media outlets. As many companies are unfortunately aware. How can this be avoided right from the start?

In the second part of The Billionaire Battle Over Oil, we look at the outcome of the proposed deal between Occidental Petroleum and Anadarko.

Barrick Gold Corp, Acacia Mining and Turbulence in Tanzania Issues involving the mining industry and corporate governance practices are nothing new. And Barrick Gold’s recently deal with Acacia Mining is no exception. After multiple negotiations and tradeoffs in the past, Acacia Mining has agreed to Barrick, the majority shareholder, buying out the remaining minority shareholders. … Continue reading "Barrick Gold Corp, Acacia Mining and Turbulence in Tanzania"

The 2019 season marked the second opportunity for French shareholders’ to cast retrospective binding votes on executive compensation. And for the first time, shareholder votes prevented the payment of a bonus award, as well as the implementation of a new pay policy.

Ahead of the Ralph Lauren AGM, CGLytics looks at how CEO pay has changed since the founder’s exit, and how the nominations change the board composition.

As proxy season progresses and companies file their annual reports, CGLytics surveys the world’s highest paid CEOs (so far) and looks at how executive compensation has grown since the last year.

Over the past nine months, FirstGroup plc has been the target of an activist campaign from New York-based hedge fund, Coast Capital. One of the main critiques by the activist investor was regarding the governance structure, specifically the composition of the board. Utilizing CGLytics’ analytics and tools in its platform, we show how FirstGroup could have spotted governance red flags to possibly avoid this situation.

Much noise has been made around the USD 38 billion hard-fought acquisition of Anadarko Petroleum by Occidental Petroleum and the hotbed of disagreement. An analysis of Occidental’s board, using CGLytics board insight tool, yields telling results.

Slack Technologies recently started trading on the NYSE. In the company’s S-1 statement, the company does not disclose precisely what the pay structure will be for the coming year. Utilizing CGLytics’ Peer Composer tool, a hypothetical peer group from a data universe coverage of over 5,500 global companies was constructed for Slack, to determine the possible pay structure.

At the CSR Limited AGM in June 2019, the remuneration report received 34% of votes cast against which constitutes a first strike for the purposes of the corporations ACT 2001. CGLytics looks at the alignment of pay against performance and some of the key drivers behind the investor response.

New Jersey-based company Bed Bath & Beyond has recently become the target of an activist campaign. CGLytics examines the drivers, the response and the outcomes of this campaign.

In this article, CGLytics examines the increasing pressure on Facebook to split the roles of Chair and CEO from founder Mark Zuckerberg and the implications on the company’s future.

Ahead of the Burberry AGM later this month, CGLytics examines the executive compensation components of the proxy vote proposals.

In this article, originally published in Dutch in Mgmt. Scope, CGLytics examines CEO pay in the Netherlands and how it is one of the hottest topics in shareholder discussions.

In this article, CGLytics takes a look at the upcoming EQT Corporation AGM resolutions and how the CGLytics platform analytics can help promote engagement between the company and shareholders.

Following the entry into administration of Debenhams, CGLytics takes a look at some of the key governance analytics, and how they could have been indicators that change was needed

Drug distribution companies are experiencing significant reputational and financial risks as a result of the Opioid Crisis in the US. In this article we take a look at how a lack of regulatory and risk experience may have impacted the McKesson Corporation.

Barclays, one of the UK’s largest banks recently has recently come under attack by activist investor Edward Bramson. CGLytics takes a look at the drivers behind the attack and how Barclay’s responded.

CGLytics takes a look at how the role of the board is changing, and how directors are having to rapidly become experts in a range of topics in which they have little to no previous experience.

CGLytics takes a look at the recent IPO of Uber and how negative stories and scandals led to lower than expected interest

In this article, CGLytics takes a look at the governance of Tesla and the measures in place to ensure consistent shareholder engagement.

CGLytics examines some of the key drivers behind the rejected merger of Asda and Sainsbury’s.

As proxy season progresses and companies file their annual reports, CGLytics surveys the world’s highest paid CEOs (so far) and looks at how executive compensation has grown since the last year.

The corporate governance landscape is changing. Listed EU companies are increasingly subject to more disclosure and transparency requirements while executive compensation is now under greater scrutiny than ever. In this article CGLytics takes a look at the implications of the EU Shareholder Rights Directive on executive compensation in Belgium and Luxembourg

CGLytics reviews the recent upheaval of the Superdry board, and how these developments have set an unprecedented case in Corporate Governance.

CGLytics examines the costs and benefits of waiving the mandatory retirement age for directors, elaborating upon aspects of the S&P 500: Increasing Boardroom Diversity Report.

CGLytics uses its Executive Pay and Pay for Performance Modelling Tools to look at the recent merger with 21st Century Fox, the value Disney’s CEO has bought to the company’s shareholders and how he has been compensated, and some of the challenges potential successors face.

A Case Study in the Need for Active Succession Planning. CGLytics looks at how the impact of scandal and the departure of the CEO has caused turmoil at Swedbank

During the 2018 Dutch proxy season, shareholders actively engaged in a range of governance matters, with CEO remuneration remaining a key focus for stakeholders and widely publicised by the media. And, as always, the upcoming 2019 proxy season is likely to be influenced by happenings from the previous year.

While the exact role of AI in the boardroom in up for debate, the question remains: has the Robo Director come of age?

Gender diversification on boards was a prominent issue in 2018 and shareholders had never been more explicit in their expectations of companies.

Gender diversification on boards was a prominent issue last year, and shareholders have never been more explicit in their expectations of companies, writes Aniel Mahabier

By looking at the UK, which currently has the spotlight on corporate governance practices, we can be sure that company boards will be compelled to implement good governance practices.

The UK is at the forefront of shareholder concern of good corporate governance practices. In a climate of increasing proactive shareholder engagement, the CGLytics FTSE 100 2018 proxy season review evaluates underlying trends to provide unique insights for being prepared for the forthcoming season.

What is ESG? ESG (Environmental, social and governance) criteria are of increasing interest to companies, their investors and other stakeholders. With growing concern about he ethical status of quoted companies, these standards are the central factors that measure the ethical impact and sustainability of investment in a company. ESG factors cover a wide spectrum of … Continue reading "What is ESG?"

Corporate governance is the system of rules, procedures and processes by which a company is controlled and directed. In practice, governance is concerned with balancing the combined interests of a company’s stakeholders, including shareholders, management, staff, customers, suppliers and the community in which it operates.