Canadian Society of Corporate Secretaries
 

Excellence IN GOVERNANCE Award Categories & Criteria



Excellence in Governance Award Categories

  1. Best sustainability, ethics and environmental governance program
  2. Best use of technology in governance, risk and compliance
  3. Best approach to board and committee support
  4. Best stakeholder engagement by a governance team
  5. Best practices to enhance boardroom diversity
  6. Best practices in strategic planning, oversight and value creation by the board
  7. Best overall corporate governance
  8. Joyce Borden-Reed CSCS distinguished contribution award
  9. CSCS (Peter Dey) Governance Achievement Award

Award Submission Criteria

For all categories the nominee must submit an executive summary outlining achievements and addressing each specific criteria as outlined in the nomination brief. The summary must include a description not only on the specific criteria but must explain why the company/individual/program is unique and what makes it “the best.” This should include a narrative of not only what was done but “How” and “Why”. The judging panel requires a clear and consistent explanation of what differentiates the nominee from its peers.

If including supporting materials please direct judges to specific sections/pages that best support your submission. Be as accurate, specific and brief as possible.


1. Best sustainability, ethics and environmental governance program

Entrants will be judged on the quality, consistency, robustness and clarity of corporate social responsibility programs and reporting. This includes environmental, social and governance considerations, other non-financial factors and broad stakeholder engagement. Nominees should address climate change policies, environmental health and safety, anti-corruption framework, sustainability, social outreach and political engagement. Judges will consider the extent to which the company has integrated CSR issues into everyday business practices and the overall understanding of the short and long-term role the company plays in all the communities and environments in which it operates.

In addition, nominees in this category should articulate the value created by the sustainability, ethics and governance program to the company, the shareholders and the broader community. Description of how the company went beyond regulatory minimums or industry standards should also be included. 


2. Best use of technology in governance, risk and compliance

Judges in this category will look at how effectively the governance team is applying technology in managing the enterprise-wide compliance function, board materials, ethics training and shareholder communications and electronic filing and voting. Specific areas of consideration will include records management and regulatory filings, management and distribution of board content including minutes, legal matter management and use of technology in shareholder voting processes.

Please describe how the application of technology has improved overall governance practices including strategic oversight and board function. Provide specific examples of how technology has prevented ethics or compliance violations, improved risk identification, assessment and mitigation and added to the culture of the organization.


3. Best approach to board and committee support

Nominees should discuss processes and procedures in place to ensure the most effective operation of the board and maximization of governance and strategic oversight functions. This will include, but is not limited to board and CEO evaluations, director education, mandate review, succession planning, on-boarding procedures, talent management and management of board materials.


4. Best stakeholder engagement by a governance team

This category will consider a company’s overall shareholder engagement activities. Nominees should highlight written, online, and in-person communication practices. The judges will be looking for clarity, completeness and accuracy of written disclosures, the effectiveness of investor outreach activities and the level of non-financial stakeholder engagement. Accessibility of the board and the level of responsiveness to shareholder activities will be given particular consideration as will integration between the IR and governance functions.

Nominees should be able to highlight direct impacts of engagement practices. This may include, but is not limited to outcomes such as improved proxy voting outcomes, reduced instances of shareholder proposals, increased standing with NGO’s, community groups and overall organizational reputation.


5. Best practices to enhance boardroom diversity

Entrants will be judged on the diversity of their board of directors, including consideration and disclosure of: a diversity policy; measurable diversity objectives and regular progress reporting; director term limits and turnover; board and committee chairship; diversity incorporation within the board evaluation and director identification and selection processes; the objective application of a director competency and skills matrix; the verifiable existence an organizational culture of inclusion; and other leading practices, such as the verifiable existence of a robust and implemented talent management strategy, director interviews, restrictions on the number of boards on which directors serve, and the recruiting of diversity candidates and first-time directors not previously known to the board.

Overall numbers of diverse employees at the board and senior management level will be given specific attention, as will strategies and timelines for increasing all forms of diversity within the organization. Judges will look for connections between diversity and changes in organizational outcomes.


6. Best practices in strategic planning, oversight and value creation by the board

Entrants will be judged on the role of the board in value creation and strategic planning, including evidence of: company performance; the board setting standards for a vigorous value creation process and ambitious value creation criteria; and the board leading management to develop an optimal value creation plan.


The judging panel will look for a highly engaged level of functioning by the board e.g., in deep dives and other due diligence into the company, its business model, industry and markets to understand the value drivers, innovation opportunities and associated risks. 

Nominees should address the role the board plays in: approving the value creation and strategic plan and its milestones; monitoring progress regularly; and calling for prompt corrective action to ensure goals are met, including increased goals as new or unanticipated opportunities arise, and avoiding potential value destroying events.

Questions the panel will look at include, in addition to the above: Does the reporting format and information flow provide frequent, timely and accurate information to the board on plan progress and any variances? Does the board address plan variances quickly and directly? Does management provide concrete responses on how any shortfall will be corrected, by whom, and when? Is there robust debate and communication between the board and executive team, and a review of plan execution as the/a primary board agenda item? Is plan execution linked to simple, straight-forward, short- as well as long-term, and financial as well as non-financial, incentive metrics, and the need to hit certain hurdles before incentive compensation is awarded? Does the Board Chair adopt a primary role in leading the foregoing?



7. Best overall corporate governance

To be recognized in this category companies will need to demonstrate a high level of effectiveness across the three pillars governance, risk and compliance. The judges will assess overall risk management processes, and how policies and procedures are implemented to achieve a truly enterprise-wide culture of governance and ethics. Furthermore, we will also consider how completely the company integrates governance structures into day-to-day business operations. Some areas of consideration will include board and executive compensation disclosures, CSR policies and procedures, stakeholder outreach and communication, conflict resolution, subsidiary management, regulatory compliance operations, anti-fraud procedures and an understanding of the rights and needs of all stakeholders.

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.

Overall, nominees should demonstrate how they have integrated governance principles into the organizational culture and articulate the benefits to all stakeholders resulting from these achievements.


8. Joyce Borden-Reed CSCS distinguished contribution award

This award will recognize individuals who have made significant contributions to the society over a period of years. Named after one of the founding board members of CSCS, it aims to identify those who have directly advanced the interests of CSCS and furthered the organization’s place in the Canadian governance community.


9. CSCS (Peter Dey) Governance Achievement Award

Considered to be the “Godfather of Canadian governance”, CSCS has Peter Dey to thank for its inception, as it formed around the time the Dey Report was issued, in order to respond to a growing demand from governance professionals for a forum of like-minded individuals. This award recognizes outstanding and ongoing achievement in the realm of corporate governance. This person need not be a CSCS member, or a corporate secretary, rather someone who has significantly impacted the way companies are governed, regulated, or how they communicate with investors and the wider community. This award is meant to recognize the outstanding contribution(s) by an individual to corporate governance in Canada.

 
 
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