Investing in People, Processes & Performance

Our Thoughts on Cultivating a Productive Team

Every organization has challenges that need to be addressed in order to be successful, yet some should take priority over others. Just like when building a house, a solid foundation must be laid first to ensure all other critical components fall into place. This blog aims to map out how embracing the challenges that come with the people in your organization, the processes put in place, and setting goals on individual and corporate performance can lay a foundation for a fruitful future.


Three key aspects of cultivating a productive team are assessing, designing, and securing the work plans that suit each individual. Assessing aptitudes one by one provides a framework of what management must work with, and what each individual is best suited for. With this information, designing job roles and tasks that accommodate these competencies gives greater potential for success. Finally, securing these work plans appeases employees, lending to more fulfilled and prolific positions. Giving staff the support they need to do their best possible job starts with embracing their most valuable attributes and making that a highlight of their role. Below are some key questions that aid in the facilitation of effective assessments:

On a scale of 1 to 5, how often do you spontaneously take charge or are appointed by others as a leader?

On a scale of 1 to 5, how capable are you at coming up with a creative solution in the event of problems arising?

On a scale of 1 to 5, how capable are you at coming up with ten uses for a simple object?


Once the people in an organization have been given tailored work-plans, processes being put into place will provide a structure that is reliable and efficient. These systems that should be created include keeping a chain of command in place, setting attainable deadlines and benchmarks, and encouraging personal development and growth through continued education courses and events (for and not for CEUs). It is key to stress that processes that are micromanaged are counterproductive to the functioning of the systems put into place, for it undermines the integrity of the individual and their work-plan. If confidence is not entrusted in the individual and their ability, then the processes will not be as effective. An example of some ideas that can be included in a tailored work-plan are:

  • Maintain weekly onboarding and ongoing training to encourage a culture of engagement, self-improvement, and self-evaluation.
  • Create a roadmap for each employees’ career goals and interests, developing a timeline and priorities that lead to success.
  • Set quantitative performance metrics to drive performance and hold employees accountable. These can be organized into a performance scorecard that outlines performance expectations and any associated short-term incentive (i.e. bonus) payouts for achieving those levels of performance. This can help in better motivating and incenting the desired behaviors and outcomes from employees on an annual basis.


In order to receive optimal performance from each individual, open communication and trust must be established between all levels in an organization. Without this, issues will not be effectively addressed, and overall performance could be hindered. Positive reinforcement is another driver of performance, for it rewards the desired actions of an individual, rather than focusing on less desirable actions. By emphasizing the preferred actions and attitude of an employee, it encourages similar behavior in the future. Some other example of drivers of performance include:

  • Publicly praising – save the constrictive criticism/corrections for a one-on-one meeting.
  • Setting of clear expectations – this can be done through tailored workplans, as described above.
  • Allow for two-way feedback between all levels in an organization – we have room for improvement and can learn from one another. At a minimum, you should be meeting three times per year. Once at the beginning of the year to finalize performance expectations, a second time midway through the year to discuss progress against performance expectations and a third time at the end of the year to discuss performance against expectations as well as what went right and what went wrong during the year. This end of year meeting can also aid in determining appropriate performance expectations for the upcoming year and communicate what improvements are needed moving forward as part of a continuous improvement process.

Closing Thoughts

People, processes, and performance are inevitable challenges professionals are faced with that are worth investing in because they lay the groundwork for a profitable and productive future, on both a corporate and individual level. By embracing these challenges, you can assist your organization in creating an environment that is well suited for success.

The Impact of Technology for Governance Professionals

How to Maximize Technology for Corporate Governance Practices

We at Global Governance Advisors just completed work on our 6th annual Report on Governance Professionals Responsibilities & Remuneration, in partnership with the Governance Professionals of Canada (GPC), and observed the ever increasing impact that technology is having on the role of the governance professional in Canada. As part of our survey, we asked governance professionals to rate, on a 1-5 scale, the primary responsibilities in their role. Some of the highest ranked responsibilities included:

  • Keeping of Board/Committee meeting minutes;
  • Setting Board/Committee meeting agendas;
  • Acting as a governance liaison for the Board and management;
  • Reviewing and improving Board effectiveness; and
  • Maintaining corporate records.

Governance professionals also reported spending the most time on Board and Committee meeting preparation and support, liaising with Board members and assisting management in preparing Board presentations.

The areas providing the biggest influence include the review and implementation of corporate governance practices, review and improvement of Board effectiveness and the review and selection of Board portal and other governance support technology or solution providers.

What is a common theme around all of the responsibilities and areas of influence highlighted above? Each of them has been impacted by the greater use of technology in recent years. This observation is further reinforced when we asked governance professionals about their use of technology. 94% reported the use of Board portals with 74% reporting the use of technology in conducting board surveys.

The reason for this is quite simple as technology allows professionals to be more efficient in performing their role and is more secure than following a manual process. What used to consist of physical copies of corporate records in a filing cabinet can now be securely uploaded to a secure document repository for board members to access at any time on their laptop, smartphone or tablet. Meeting agendas can be created in minutes and modified in just a few key strokes based on feedback from the meeting chair with related documents uploaded and tied directly to that meeting for ease of mark-up and review by board members as opposed to mailing out large, heavy board packages weeks in advance. Meeting minutes can be taken directly in the platform and saved, removing the need for shorthand. Built-in transcription capabilities can also act as a way to streamline the meeting minute taking process.

Technology also improves the Board Evaluation process by allowing board members to securely complete their questionnaire online with the reporting of results provided to organizations in real-time. This compares to having to collect physical responses from board members and then manually compiling the results by hand before. Even better, with the right software platform governance professionals can be provided with market leading pre-populated questions that all boards should be asking around their performance so they do not have to start from scratch.

The role of the governance professional is constantly evolving with greater demands on one’s time. Technology can act as a powerful enabler by making transactional responsibilities such as the keeping of meeting minutes, setting of agendas and administration of board evaluations much less time consuming and more secure. The technology adopter is a professional who can play a more strategic role in improving upon an organization’s governance practices and acts as a trusted liaison for the Board and management. This is a win-win for organizations and governance professionals as a whole.

For more information on the results of the 2019 Report on Governance Professionals Responsibilities & Remuneration and to request a copy of the report, please click here.

Boards of Directors & The Digital World

Embracing Digital Transformation

Everything will change. If you come away with anything from this blog, it is an understanding that it is critical that Boards of Directors and Executives understand that to succeed in today’s business environment, they must take a giant leap and embrace the digital transformation. Boards and executives are facing a myriad of challenges and can only successfully address them by leveraging artificial intelligence, data analytics, and digital communications. Everything will change – how board members interact with each other; how they make decisions; how they address issues from governance to corporate social responsibility; how they recruit and retain high performance executive teams; and how they will communicate with both shareholders and stakeholders.

The Digital World Has Already Passed the “Board Portal” (We do not use VHS tapes anymore)

Seven years ago, a major financial institution faced a dilemma. A board member left a binder of sensitive information in a taxi in New York City. Following this security breach, the board quickly adopted a ‘board portal.’ That solution, seven years later, presents an even greater problem. A portal application resides on a laptop, which if lost – in this hacker dominated society – is the equivalent of leaving sensitive information in thousands of taxis.

I spoke recently for more than 80 companies. Half of them use no technology at all. Board members expose the companies they serve/lead to unnecessary risks and are out of compliance. They incur unnecessary costs. They are often inefficient and ineffective. They do not leverage artificial intelligence, data analytics, or data communications that can be at their fingertips when analyzing the market, strategy, and/or recruiting and retaining high performance executive teams. Their shareholders are seizing upon social media. Boards of Directors must contend in a digital world and most of these boards remain clueless.

Our Board Member Will Not Use New Technology

“A ‘lame excuse’ is an excuse of poor quality or lack of thought or an inappropriate excuse.” If this statement is true about your current board of directors, your board members must become introspective and embrace digital technology or your company needs to find new board members. One does not go into battle with spears and swords against tanks.

The Solution– Adopt a Workplace Productivity Platform Designed for Board Members and Executives  

There is only one solution: A workplace productivity platform.

Implementing a workplace productivity platform means:

  1. All of your documents are housed within the platform. Board member access, annotate, and store board documents in this single repository. At no time does that platform reside on anyone’s PC or Laptop – all of which can be hacked, stolen, lost, or break.
  2. The platform can be accessed from any device, anytime, anywhere.
  3. Board members communicate/message within the platform.
  4. Your board meeting is run through the platform.
  5. All of your committees use the same platform. One single sign-on.
  6. You launch video conferencing through the platform. Any meeting can be attended from anywhere. Your meeting can be recorded. The platform utilizes artificial intelligence, translating voice to text. Voila – your transcripts/notes are ready – and available to your board members or committee members.
  7. Your platform also provides both a prepopulated board evaluation tool and prepopulated D&O questionnaire.
  8. The platform provides data around executive compensation. It is both a repository of almost 10,000 companies and their executive pay by job title and peer group composer. The platform is a data analytics engine that allows your board to identify the right compensation and incentive program for its top executives; score card those plans, and provides payout reporting at any time during the fiscal year.
  9. The workplace productivity platform is also a shareholder/stakeholder communications engine (including survey/proxy tabulator). You build targeted groups of shareholders and stakeholders and utilize the platform’s digital communication capabilities. The geographic reporting features allow your board and executive teams to schedule road shows and meetings with stakeholders more efficiently. The digital educational and communication tools put the board of directors on an equal playing field to address social media and its impact on shareholder activism. The labor and mailing costs more than pay for the platform.
  10. The workplace productivity platform for boards and executives is easy to use and intuitive. If someone can use a smart phone, that person can use this platform

The digital world has changed everything. Has your board and executive team changed with it?


How to Write a Motion for a Board Meeting

Considerations for a Well-Written Motion

It’s the holidays and you’re the chosen victim to host this year’s family dinner. Unfortunately, this dinner doesn’t get your undivided attention because your AGM happens to be right around the corner, and you have the meeting and motions to prepare for. Lucky for you, there’s a universal “recipe” that can ensure success in the kitchen and the boardroom…

A well-written English Trifle recipe is similar to a well-written board meeting motion. It’s unique, concise, specific and ensures that your family can taste the whipped cream that you infused into each individual raspberry, the same way your board members can see the hard work you put into your motion.

The Motion


Before you read any further you must organize your thoughts. A good motion writer can easily itemize the countless innovative ideas bouncing around his or her head.

Instead of taking the long way to work before the AGM, arrive early enough to practice your motion and to jot down any additional main ideas that you want to convey. Do not forget to include the key ingredients to your motion, such as why the motion is necessary, any legal factors, and if the board is working against a deadline. A good motion writer will be well versed in the details of their motion and has mentally anticipated any potential questions or concerns.

Does your motion need funding? Be very particular about the wording you choose and the details surrounding where you recommend the funds come from. Any motions that propose funding will require a second motion to approve the allocation of funds.

While preparing, it is important to read and re-read your motion. Say it out loud. Is it clear? Does it ask your board of directors to take a specific action? Does it need a time-frame? Don’t be afraid to ask for feedback from one or two other board members, prior to the meeting.

Motion Types

Parliamentary procedure (Robert’s Rules) provides set guidelines when it comes to making motions. The following are common types of motions:

  • Main Motion – this is the “ask” motion. It requires that a board takes a specific action. It requires a second and can only be introduced if there is no other motion on the floor.
  • Subsidiary Motion – this motion changes the treatment of a main motion. For instance, a motion is introduced by one board member and another member may deem this motion sensitive in nature and introduces a subsidiary motion to go into executive session. An executive session would be used to further discuss the main motion, prior to voting on it.
  • Privileged Motion – this motion takes precedence over other motions and they are not up for debate. It is the motion that provides boards of directors the opportunity to bring up urgent matters that are typically unrelated to the business being discussed at the current meeting. They cannot be combated with a subsidiary motion, unless the board wants to adjust the time to adjourn or take a recess.
  • Incidental Motion – this motion asks for additional information on the procedures related to other motions. Incidental motions table the main motion until clarity is provided.

Examples of a Motion

Let’s look at a couple of examples. The board at a top public university has been discussing whether to renovate the kitchens in the four freshmen dorms. They haven’t been renovated in approximately 15 years and the board agrees that they need to be updated. It’s time to make a motion to renovate the kitchens.

A poorly-written board meeting motion:

I move to redo the kitchens in the four freshmen dorms.

A well-written board meeting motion:

I move to redo the kitchens in the first and second freshmen dorms in May 2019. The second phase of renovations will occur in July 2019, for the third and fourth freshmen dorms. The renovations for both phases will be funded by the board’s budget at a cost of $60,000.

The more detail the better. If you are vague and unclear you may face more amendments, and risk the modification of your original motion to an unrecognizable point.

Closing Thoughts

That completes your overview on how to effectively write a motion for a board meeting. Feel free to browse through the rest of our blog (how about checking out How to Chair a Board Meeting) for more.

Effective Board Member Orientation Pays Off

Effectively Preparing New Board Members

Boards spend an unbelievable amount of time, energy and financial resources trying to find the right nominees/candidates that can add value and enhance governance oversight, but for many boards, the momentum ends once the vacancy is filled or when the infamous “orientation binder” is sent to a newly elected board member. In practical terms, this is like an Olympic marathon runner training for years and then deciding to walk their race on the day of their Olympic event – ultimately, they are not utilizing or benefiting from the hard work they put in upfront.

By not following up with a strong orientation program, boards are not preparing their new members to become true board contributors from day one, which means that they will take roughly their first year to catch up and self-learn as much as they can. Alternatively, boards can be proactive and do their best to prepare new board members upfront and help ensure they hit the ground running and are contributing on day one.

Orientation Packages

As a bare minimum, your board should have an updated orientation package ready for new members the day they are elected. Ideally, this should be kept in an electronic format, updated regularly, and perpetually available to all members. Overall, this should include:

  • A short historical overview of the organization including its mission, vision and values;
  • A year-to-date list of organizational accomplishments;
  • Staff organizational chart;
  • Charter/articles of incorporation;
  • Bylaws and committee mandates;
  • Most recent financial statements (quarterly and audited annual);
  • Most recent strategic plan and approved budget;
  • Approved minutes from the last 3 to 6 meetings;
  • Current board member bios and photos;
  • A list of links to all overarching legislation;
  • All applicable governance policies including the board’s code of conduct;
  • A copy of the director’s & officers liability insurance policy;
  • Yearly calendar of all upcoming board meetings, committee meetings and important events.

Orientation Session

As well, a general orientation session should be offered as soon as possible to help review the high-level elements of the aforementioned documents and to review the board and management’s roles and responsibilities. Understandably, it is the chair and committee chairs that attend and present at this session, but it is also a best practice to make these sessions open to all board members that can attend because it will not only provide a great opportunity for the new members to get to know the board, but also provide a discrete refresher for any board members who may feel that they could benefit but are afraid to ask. Also, in attendance should be key executive staff members who can walk participants through their roles and specific area of responsibility. As an alternative, if a general session is impossible to establish, the second-best option is to set up a day or two of individual meetings with the board chair, each of the committee chairs, and key executives.

Timely Onboarding is Key

Ideally, all of this needs to happen well in advance of the new members’ first board meeting because, by doing so, there will be a higher probability of them participating and/or contributing at an impactful level right from the very beginning. They know that there was a lot of thought put into their election onto your board and that comes with an expectation that they are bringing value to your board. If you don’t help them build momentum from the very beginning, you diminish their potential and full capacity that your board has in effectively overseeing your organization.

Tips to Avoid a Proxy Fight

Learning from Past Mistakes to Avoid a Proxy Fight

All publicly-traded companies face the risk of a proxy fight with one or more of its current shareholders. In a nutshell, a proxy fight is a situation where two corporate factions (typically the Board/Executive Team vs. an activist shareholder or a group of company shareholders) fight for votes from remaining shareholders in order to effect change in a particular area of governance in the company.

This issue often occurs when a new slate of board members is proposed to replace a group of existing board members by an activist shareholder or group. The new slate of board members are generally individuals who are receptive to the activist shareholder’s views on how to change the company while the existing board members are often resistant to the activist shareholder’s views. Common areas of disagreement that can lead to a proxy fight include: future company strategy, executive compensation, company performance or whether a sale of the company or continuing as a stand-alone company is in the best interest of shareholders.

There are many examples of high-profile proxy fights in North America in recent years including: Proctor & Gamble, Yahoo, Dupont, CP Rail and Crescent Point Energy. However, recent research by Vinson & Elkins LLP has shown that in 2016, 83% of all proxy contests in the United States were at companies with market caps of less than $1 billion, which means that proxy fights are a risk for all size of companies in the marketplace. Even though many of these proxy fights result in unsuccessful vote outcomes for the activist shareholders, they often lead to significant change at companies. For example, Proctor & Gamble ended up appointing activist shareholder Nelson Peltz to its board even though Peltz lost the proxy fight. At Crescent Point Energy, while Cation Capital was unsuccessful in electing new board members, former CEO Scott Saxberg was forced to step down and the company indicated a renewed focus on capital allocation, cost reduction and return on capital employed. All had been promoted by Cation as part of its proxy fight. In a successful proxy fight, Bill Ackman was able to get his slate of new board members elected to the board at CP Rail in 2012, which resulted in an overhaul of management with the hiring of Hunter Harrison as CEO and a renewed focus on driving cost efficiency at the company. The resulting change was extremely beneficial to CP shareholders as its market capitalization has grown almost 300%, while significantly reducing its Operating Ratio under the new strategy and leadership.

The lesson here is not to say whether proxy fights are good or bad for shareholders, but to raise awareness that if you are a board member at a publicly-traded company you need to be aware of the risk and how to avoid getting into this difficult situation. Here are five strategies that can aid your board in avoiding a proxy fight.

Five Strategies to Help Your Board Avoid a Proxy Fight

1. Know your shareholders:

Have a deep understanding of your Top 10, 25 and 50 shareholders. Who are the most active among them? How much of your company’s shares do they own? Do they often vote their shares at your Annual General Meeting (AGM)? Do they follow the voting guidelines or research of a proxy advisory firm (e.g. ISS, Glass Lewis)? Do the shareholders have published voting guidelines on board make-up, corporate governance or executive compensation designs that they prefer? Having the answers to these questions will allow you to understand the potential concerns that shareholders might have with your company and help you address those concerns through your public disclosure or engagement activities.

2. Proactively engage with shareholders rather than react to their views

Seek a dialogue with your Top shareholders and try to engage with as many shareholders as possible either face-to-face or through active communication through e-mail or phone calls. This dialogue will allow you to communicate your Board and management’s story and share why you believe that your strategy and approach are in the best interest of the company. It also provides a vehicle for your shareholders to share their concerns, which allows you to better understand their views and potentially implement certain changes to the Board and management’s plan to address their concerns. If possible, you should try to include your CEO and/or Board Chair in these conversations, so that both the Board and management are hearing shareholder concerns. You must ensure that a consistent message is being presented by the Board and management in any of these conversations to ensure the same story is being told to all shareholders.

3. Monitor your company’s pay-for-performance linkage

Executive compensation has become a lightning rod in recent years for proxy fights when activist shareholders can point to relatively high compensation and relatively low performance over a 3 or 5-year period. It is imperative that the board monitor the relationship between pay and performance and ensure that there is general alignment between the two. While the Compensation Committee and board should be monitoring this alignment on an annual basis during committee/board meetings, another way to demonstrate alignment to shareholders is through the annual proxy circular where a company reports on the compensation for its top five executives. Compensation is required to be disclosed following a rigid format in the Summary Compensation Table, but that does not preclude a company from demonstrating executive pay in other ways using “Realized” or “Realizable” pay calculations. Inserting “Realized” or “Realizable” pay graphics into the annual proxy circular helps to illustrate that what has been paid, or is potentially owed to executives, aligns with the company’s performance even more so than what is disclosed in the Summary Compensation Table. The Compensation Committee and Board should also be monitoring the CEO’s annual performance scorecard to ensure Short-Term Incentive (bonus) payouts align with performance and do not surprise shareholders. The scorecard should also be updated on an annual basis to deal with the evolving strategy and the nature of the company’s operations.

4. Be transparent

Ensure that your company is open with shareholders and is seen as acting in a transparent manner. Often, companies can find themselves in proxy fights and situations where shareholders are unclear on the company’s strategy or why compensation has been structured in a certain way. If shareholders are unclear on the future strategy or do not understand the compensation design, they are more likely to side with the activist shareholder who has a strong vision and strategy for the company with a clear compensation design that makes sense to them.

5. Monitor your Board renewal process

A common theme in many proxy fights is that the Board has become too entrenched in their role and has not done a good enough job at challenging management’s thinking. This issue tends to stem from the tenure of current board members. The activist shareholder may perceive that certain board members lack independence because they have sat on the Board for too long. This perception may not be the case, but it does not stop the activist shareholder from using this appearance to his or her advantage. Your Board should be actively monitoring its renewal process by evaluating the diversity of skill, background, gender and experience of board members – giving rise to the following questions:

    1. Are there areas where we can strengthen our skills or promote greater diversity in views and experiences?
    2. Are there board members who are not carrying their weight?
    3. Is the company moving in a new direction that requires a different set of skills at the Board level?

Being able to communicate this renewal process with shareholders is critical and can be communicated annually through the proxy circular or through providing this information on a company’s website. It will enlighten shareholders to the rigorous process your board follows to ensure it is operating as effectively as it can.

Closing Thoughts

Proxy fights are never fun. They disrupt the company and divert the Board’s and management’s attention away from executing on the company’s strategy and more towards fighting off an activist shareholder. In many cases though, proxy fights can be avoided through better understanding of your shareholders, hearing their concerns and proactively communicating the company’s story so that you can try to deal with any issues before they get out of hand. This strategy requires the company to act transparently; while monitoring the alignment between executive pay and company performance. Annually, the company can demonstrate this transparency through disclosure of the alignment between pay and performance, the company’s compensation design and its board renewal process in the proxy circular. Learning from past mistakes can ultimately help board members weather the storm at their company and hopefully avoid the costly and disruptive nature of a proxy fight.