Best AGM
Best AGM
In this category, the judges will be looking at the work of corporate secretaries, general counsel and governance teams in preparing for and running annual meetings – either in-person, virtual or hybrid – that meet the governance needs of both the company and shareholders. Consideration will be given to fulfilling regulatory obligations, training and preparing management and board members, and ensuring shareholders have the opportunity for engagement before and during the AGM.
Best board assessment program *NEW*
Best board assessment program *NEW*
*New category for 2023* It is important that boards are periodically assessed so that changes can be made if necessary. These assessments are in many cases becoming more detailed and sophisticated. The judges will be looking for assessment programs that are thorough, innovative and tailored to a specific board where possible. Among other things, they will also be looking at whether feedback generated by an assessment has been acted on to help improve the functioning and/or composition of the board.
Best compliance and ethics program
Best compliance and ethics program
This award will look at coordination of governance, compliance, ethics and risk management processes across the entire corporation (including all subsidiaries). The judges will consider the level of understanding and integration of good governance principles across all disciplines and a truly non-silo approach to achieving an ethical governance environment.
Best director training and education program *NEW*
Best director training and education program *NEW*
*New category for 2023* Boards need to be properly kept up to date with relevant information and fully trained to carry out their duties effectively. As such, a key role of governance teams is making sure their board is informed on necessary issues and best practices, often with the aid of outside specialists. The judges will be looking for evidence of a program that meets these requirements for a specific board by offering extensive, relevant, timely and tailored training and education. They will also be looking for innovation in how directors are given the information and skills they need.
Best ESG reporting (large cap)
Best ESG reporting (large cap)
This entry should comment on the quality and robustness of ESG-related reporting. This includes exposure to environmental risk factors such as global warming, employee health and safety, foreign corrupt practices, consumer safety, social responsibility and corporate sustainability. The judges will also look at a company’s understanding of the role it plays in the community, both locally and globally.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best ESG reporting (small to mid-cap)
Best ESG reporting (small to mid-cap)
This entry should comment on the quality and robustness of ESG-related reporting. This includes exposure to environmental risk factors such as global warming, employee health and safety, foreign corrupt practices, consumer safety, social responsibility and corporate sustainability. The judges will also look at a company’s understanding of the role it plays in the community, both locally and globally.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best global entity management
Best global entity management
In this category, the judges will be looking at the work of general counsel, corporate secretaries and their teams in creating and running effective and innovative global entity management programs that ensure the organization remains in compliance with all local laws. Issues for consideration include: using technology in new ways, ensuring efficiency in the program and adapting to new circumstances, rules and conditions.
Best governance around a corporate transaction
Best governance around a corporate transaction
In this category, judges will be looking for innovative and effective governance work carried out before, during and/or after a corporate transaction such as an IPO, M&A deal or restructuring. This might include, for example, overhauling a company’s governance structure, combining the best elements of two companies’ arrangements or managing the regulatory and other risks arising from a transaction.
Best proxy statement (large cap)
Best proxy statement (large cap)
This award will examine the completeness of legal disclosures, effectiveness of communication elements, readability, timeliness of filing, visual design elements and overall layout. Specific elements such as compensation discussion and analysis, CD&A, director profiles and ESG challenges will be given particular consideration.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best proxy statement (mid-cap)
Best proxy statement (mid-cap)
This award will examine the completeness of legal disclosures, effectiveness of communication elements, readability, timeliness of filing, visual design elements and overall layout. Specific elements such as compensation discussion and analysis, CD&A, director profiles and ESG challenges will be given particular consideration.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best proxy statement (small cap)
Best proxy statement (small cap)
This award will examine the completeness of legal disclosures, effectiveness of communication elements, readability, timeliness of filing, visual design elements and overall layout. Specific elements such as compensation discussion and analysis, CD&A, director profiles and ESG challenges will be given particular consideration.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best shareholder engagement (large cap)
Best shareholder engagement (large cap)
Engaging in dialogue with shareholders around governance issues has taken on new importance in the era of say-on-pay. This category, introduced in 2014, will focus on ways that companies are reaching out to proxy decision-makers, often outside of proxy season, to discuss their compensation strategy and other aspects of corporate governance. Formal programs, which may include governance roadshows, shareholder forums, independent director participation, surveys and other means of engagement, will be assessed for both qualitative and quantitative results such as strengthened relationships with institutional investors or a measurable increase in proxy voting support.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best shareholder engagement (small to mid-cap)
Best shareholder engagement (small to mid-cap)
Engaging in dialogue with shareholders around governance issues has taken on new importance in the era of say-on-pay. This category, introduced in 2014, will focus on ways that companies are reaching out to proxy decision-makers, often outside of proxy season, to discuss their compensation strategy and other aspects of corporate governance. Formal programs, which may include governance roadshows, shareholder forums, independent director participation, surveys and other means of engagement, will be assessed for both qualitative and quantitative results such as strengthened relationships with institutional investors or a measurable increase in proxy voting support.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Best use of technology
Best use of technology
The use of technology is becoming an integral part of the way corporate secretaries and other governance professionals communicate with their colleagues and with investors. Entrants should be able to show how their use of new technological tools, social media and the internet has helped to advance governance within their firm. Areas of consideration include, but are not limited to: the use of technology in board communications, shareholder engagement, company meetings, records management and information governance and the successful use of technology to facilitate transactions. The judges will also consider the accessibility of the corporate secretary, general counsel and board of directors using technology, and the quality of information distributed.
Outstanding work by an independent director *NEW*
Outstanding work by an independent director *NEW*
*New category for 2023* The focus of the Corporate Governance Awards is the work general counsel, corporate secretaries and other governance professionals do in service of their board and company. In this special category, judges will be looking for governance-related achievements by a named individual, independent director. That might be in leading an initiative to enhance bylaws or the proxy statement, to engage with shareholders – perhaps around a proxy contest – or to push the company to enhance its ESG-related efforts and disclosures. Judges will be looking for an individual board member who has gone above and beyond their normal duties to support good governance.
Governance professional of the year (large cap)
Governance professional of the year (large cap)
The judges will be looking for the most outstanding individual in a governance, compliance or legal function. Entrants should be able to show exceptional performance in advancing governance and compliance activities at their company. Areas of consideration include, but are not limited to: board structure, shareholder communications, regulatory filing, annual reports and all other areas of the company’s governance operations.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Governance professional of the year (small to mid-cap)
Governance professional of the year (small to mid-cap)
The judges will be looking for the most outstanding individual in a governance, compliance or legal function. Entrants should be able to show exceptional performance in advancing governance and compliance activities at their company. Areas of consideration include, but are not limited to: board structure, shareholder communications, regulatory filing, annual reports and all other areas of the company’s governance operations.
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Governance team of the year (large cap)
Governance team of the year (large cap)
The size and scope of teams involved in achieving sound governance are growing. Some companies have dozens of people working solely on compliance and governance. This award will look at the best overall governance team in the country, and what it has achieved in the past 12 months. How does the size of the team compare with the size of the company? How have team numbers changed in recent years? Who is involved and what training do they get?
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Governance team of the year (small to mid-cap)
Governance team of the year (small to mid-cap)
The size and scope of teams involved in achieving sound governance are growing. Some companies have dozens of people working solely on compliance and governance. This award will look at the best overall governance team in the country, and what it has achieved in the past 12 months. How does the size of the team compare with the size of the company? How have team numbers changed in recent years? Who is involved and what training do they get?
Market cap definition: Small cap = below US$2 bn / Mid-cap = between US$2 bn - US$20 bn / Large cap = US$20 bn and over
Rising star
Rising star
The judges will be looking for the best newcomer to a governance or compliance role. This person will have been in the profession less than 10 years and have less than 15 years of professional experience, achieving demonstrable success in driving good governance or implementing change at his or her company, advancing academic thinking or making a significant contribution to the governance community at large.
On Wednesday, November 8, over 400 industry professionals in the governance, risk and compliance world will gather to celebrate the best of the best at Corporate Secretary’s annual Corporate Governance Awards 2023.
