Kingsdale Advisors releases its 2020 AGM Checklist, a series of core questions that every Canadian board should be asking in preparation of their next annual general meeting.
While all public companies will find the checklist beneficial, this year’s list of questions will particularly be valuable to cannabis companies who have seen dramatic changes in their shareholder bases and to companies in resource industries–like oil and gas and mining–whose performance is sensitive to commodity cycles.
“Every year, the task of preparing for an AGM becomes increasingly challenging and 2020 is no different. With new federal legislation surrounding diversity, increasing bars from the proxy advisors on pay-for-performance, changing expectations from investors with regard to E&S, and the constant spectre of activist interactions, boards need to remain diligent to maintain best-in-class governance practices,” said Amy Freedman, Kingsdale Advisors’ Chief Executive Officer.
This year’s checklist poses ten key questions designed to prompt debate amongst directors and ensure they are thinking about what can be done proactively to ensure not only a successful annual meeting but a successful public company over the long term.
- Do you know your shareholders and how sensitive they are to proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis?
- Understanding that a high turnout of shareholders at your meeting is a sign of a healthy company, what steps are you taking to increase participation?
- Have you considered a virtual-only or hybrid meeting?
- Do you understand the increasing bar with which executive compensation will be evaluated?
- Are gender and racial diversity problems for your board?
- Are your directors suited for your company’s current situation and future challenges? Do your shareholders understand your approach to board refreshment and succession planning?
- Are your directors in compliance with the company’s share ownership guidelines?
- Are you prepared for an increase in shareholder proposals and do you know where they will come from?
- Are you providing sufficient disclosure about your E&S activities?
- Are you planning to renew your rolling reserve equity plan or do you intend to seek shareholder approval for additional treasury reserves?
The full version of Kingsdale’s 2020 AGM Checklist can be downloaded here.
“Being prepared for your AGM means identifying any governance vulnerabilities before the proxy advisors or shareholders pass negative judgement,” said Ian Robertson, Executive Vice President, Communication Strategy at Kingsdale Advisors.
“As the advisor with the largest roster of AGM clients on the TSX, we work with companies, of all sizes, right across the country, to improve governance practices, increase turnout and mobilize shareholder support to signal a company has a broad and definitive mandate from its owners. That’s the mark of a successful AGM.”
With offices in Toronto and New York, Kingsdale Advisors is the leading advisor to public companies on all shareholder, governance, and transaction related matters having acted on the largest and highest profile proxy fights, transactions, and other special situations.