WHAT INVESTORS ARE LOOKING FOR: A Shareholder s View
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1 WHAT INVESTORS ARE LOOKING FOR: A Shareholder s View of Effective Boards Doug Pearce, CEO/CIO Presentation ti to: Corporate Governance Conference Pacific Business & Law Institute May 11, 2010
2 bcimc: An $80.0 Billion global fund manager that manages financial and real assets on behalf of pension funds. > 40% of the assets are outside of Canada Equity ownership in companies represent 50% of the total portfolio. We are clearly seeking reform in all areas of the market, not just at the company level in order to avoid the problems of the last number of years.
3 OUR INVESTMENT BELIEFS: The capital market is fundamentally where capital and companies who productively use capital come together. We like sustainable/responsible companies We think companies that are well run and well governed will provide us with good risk adjusted returns. Long term owners of companies that elect directors to provide oversight and direction to companies.
4 Contributing Factors to the GlobalFinancial Crisis Central Banks Auditors Rating Agencies Companies: Boards / Mgmt Risk Committees Comp Committees Regulators (SEC, FSA, CSA) Capital Market Players Traditional Money Managers Government Pension Fund Investment Managers Intermediaries & Brokers Hedge Funds
5 Shareholder Communication Voting Proxies Participating in the Public Annual General Meeting. Filing shareholder resolutions. Private engagement with management and/or the board.
6 Communicating with a Company Voting proxies and making votes public. Engagement
7 bcimc s Proxy Voting Activity Voted on 6,361 resolutions at 1,576 company meetings in 2009/2010 Do not outsource voting function. Vote in accordance with our Corporate Governance Principles and Proxy Voting Guidelines (available on our website).
8 bcimc s Engagement Activity Active & direct engagement. Engaged with 124 companies on environmental, social and governance performance in Pi Priorities: ii Risk management & executive compensation. Collaborate with like minded investors on ESG engagements. gg
9 Shareholder Collaboration Strength in Numbers:
10 So What s on the Mind of Investors?
11
12 CCGG Guidelines A highperformance board: 1. Is accountable and independent. 2. Has experienced, knowledgeable & effective directors & committees & the highest h level lof integrity. it 3. Hasclearroles roles andresponsibilities. 4. Engages shareholders.
13 Area 1: Accountable & Independent GUIDELINE 1: Facilitate shareholder democracy GUIDELINE 2: Ensure at least two thirds of directors areindependent ofmanagement GUIDELINE 3: Separate the roles of Chair & CEO
14 Area 1: Accountable & Independent Guideline 1: Facilitate t shareholder h democracy Shareholders have fundamental right to vote their shares. Every shareholder has a duty to responsibly exercise that right Havea a voting system that supports shareholder democracy & communicate the results of votes promptly & completely
15 Area 1: Accountable & Independent Directors Guideline 2: Directors: Ensure at least two thirds of directors are independent of management Should ldbe independent d of each other Report all board and committee interlocks to shareholders
16 Area 1: Accountable & Independent Guideline 3: Separate roles of Chair & CEO Board Chair & CEO have different responsibilities & a different focus Separating roles resolves conflicts of interest & clarifies accountability the Chair to shareholders & the CEO to board
17 Area 2: Has Experienced, Knowledgeable & Effective Directors & Committees, & the Highest Level of Integrity. GUIDELINE 4: GUIDELINE 5: GUIDELINE 6: GUIDELINE 7: GUIDELINE 8: Ensure directors are competent & knowledgeable. Ensure goal of every director is to make integrity the hallmark of the company Establish mandates for board committees & ensure committee independence Establish reasonable compensation & share ownership guidelines Evaluate board, committee & individual id performance
18 Area 2: Has Experienced, Knowledgeable & Effective Directors & Committees, & the Highest Level of Integrity. Guideline 4: Ensure directors are competent & knowledgeable Character & effectiveness of board is driven by directors Boards to be diverse. A high quality board has directors withwide wide variety of experiences, views & backgrounds. Directors must be curious. Ask questions of management that will give a fuller understanding of risks & rewards of proposed plan of action & how it will affect long term viability of corporation Every director must clearly l understand dlegal l requirements of the role
19 Area 2: Has Experienced, Knowledgeable & Effective Directors & Committees, & the Highest Level of Integrity. Guideline 5: Ensure goal of every director is to make integrity the hallmark of the company. Integrity is to be principled, moral, honest & responsible; it is to be above reproach in all things. A public company s reputation for integrity it is fundamental lin creating value for shareholders & other stakeholders.
20 Area 2: Has Experienced, Knowledgeable & Effective Directors & Committees, & the Highest Level of Integrity. Establish mandate for board Guideline 6: committees & ensure committee independence Board committees should have a majority of members being independent Audit committee, reviews & approves financial statements, risk management programs & internal controls developed by management Compensation committee reviews & approves performance & compensation of the CEO & senior executives Nominating/governance committee selects & recommends board candidates to oversee management Independence of committees is critical
21 Area 2: Has Experienced, Knowledgeable & Effective Directors & Committees, & the Highest Level of Integrity. Guideline 7: Establish reasonable compensation & share ownership guidelines Directors should be paid fees for services, at a level l that is reasonable & will attract qualified & experienced candidates Directors usually represent the company more effectively if they are shareholders in the company Compensation should not be incentive based Directors can receive forms of compensation other than cash
22 Area 2: Has Experienced, Knowledgeable & Effective Directors & Committees, & the Highest Level of Integrity. Guideline 8: Evaluate board, committee & individual performance Processes in place to evaluate & improve committees performance, & individual directors performance Assess need for change to structures/processes, many boards confidentially survey directors once a year & have nominating/governance committee review the results Annual performance reviews help directors assess personal strengths & weaknesses, make decisions about need for further education, & decide when it might be appropriate to step down
23 Area 3: Has Clear Roles & Responsibilities GUIDELINE 9: Oversee strategic planning, risk management & the hiring & evaluation of management GUIDELINE 10: Asses the CEO & plan for succession GUIDELINE 11: Develop& oversee executive compensation
24 Area 3: Has Clear Roles & Responsibilities Guideline 9: Oversees strategic planning, risk management & hiring i & evaluation of management. Setting overall vision & long term direction of corporation (including expectations for risk & return & non financial goals) Hires senior management & delegates management of the business of the corporation, evaluates progress & oversees process of evaluating & managing business risks Reviews, questions, discusses & ultimately approves management s recommended strategy Risk management is a core function of the board Set tone of corporation (with the CEO)
25 Area 3: Has Clear Roles & Responsibilities Guideline 10: Assess the CEO & plan for succession A clear understanding between the board & CEO, of the board s expectations tti for performance & leadership is generally a hll hallmark of a high h performing organization
26 Area 3: Has Clear Roles & Responsibilities Guideline 11: Develop& oversee executive compensation Fair & competitive compensation of senior executives, with performance based component Executives should also be significant shareholders to closely align interests with those of shareholders Develop independent point of view Communicate all facets of the compensation regime Link compensation & risk management
27 Area 4: Engages with Shareholders GUIDELINE 12: Report governance policies & initiatives iti to shareholders h GUIDELINE 13: Engage shareholders within & outside annual meeting
28 Area 4: Engages with Shareholders Guideline 12: Report governance policies & initiatives to shareholders Make every effort to help shareholders understand board s governance policies & how it will fulfill management oversight & control responsibilities
29 Area 4: Engages with Shareholders Guideline 13: Engage shareholders within & outside annual meeting CCGG bli believes shareholders h should ldbe allowed regular, constructive engagement with boards of companies they invest, in order to create open relationships, have the opportunity to explain their perspectives on governance, compensation & disclosure practices, & provide detailed comments on the company s practices
30 CONCLUSION Establishing & maintaining i i effective boards is essential to a well run company A well run company will serve the shareholder over the long term & will be sustainable.
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