“The Coalition has focussed on the importance of transparency and exemplary disclosure because this is the only window shareholders have into the boardroom. Shareholders have no choice but to assess the calibre of directors, the board and its governance regime based on the quality and clarity of its disclosure.”
Michael Wilson, Ex ambassadeur aux É.U et ex PCA de CCGG
L’objectif poursuivi par la publication de cet excellent document de la Canadian Coalition for Good Governance (CCGG) est de présenter des moyens et des exemples pour assurer une meilleure divulgation de l’information à propos des administrateurs, ceux-ci étant considérés comme le plus important maillon de la gouvernance.
« The single most important corporate governance requirement is the quality of directors. By quality we mean directors with the integrity, competencies, capabilities and motivation to carry out their fiduciary duties in the long term best interests of the corporation and all of its shareholders. The purpose of this document is to improve disclosure about directors. The Coalition believes that the most effective disclosure is: (1) easy to find, (2) easy to understand, (3) accurate and complete, (4) given in context so that the information has meaning ».
Ce document est divisé en cinq parties; voici un résumé de chacune d’elles :
« Section A – Shareholder voting includes the method of voting for directors preferred by the Coalition, as well as a discussion about majority voting along with a listing of those issuers who have adopted a majority voting policy for their director elections. In addition, there is a discussion on the results from our annual study on voting methods (how shareholders cast their ballots – slate voting or individual voting?) and the disclosure of the voting results.
Section B – Director information offers guidance to companies that want to adopt exemplary disclosure practices in their annual proxy circular. The “best practices” provided are examples of how some companies have chosen to communicate information to their shareholders. Companies are encouraged to either adopt or adapt these disclosure practices. In addition, disclosure practices judged to be innovative have been incorporated into their relevant disclosure sections.
Section C – Proxy circular layout provides examples of efforts made by issuers to enhance the readability of the proxy circular.
Section D – Innovations shows what some companies have done to improve their disclosure practices over and above what was communicated in last year’s document.
Section E – A guide to providing “best practice” disclosure is a checklist issuers can use to compare their current disclosure practices against the Coalition’s “best practices” when crafting their 2010 proxy ».
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