La Coalition Canadienne pour la Bonne Gouvernance a publié en janvier 2013 des recommandations complémentaires en matière de gouvernance d'entreprise (ici). En voici les éléments essentiels :
CCGG originally issued its Executive Compensation Principles in 2009 to provide enhanced guidance to boards and to promote compensation decisions that are aligned with long-term company and shareholder success. An increased focus by many Canadian boards on compensation structure and the process for compensation decision-making is evident in the improved proxy circular disclosure provided to investors. Recognizing that executive compensation practices and regulatory reporting requirements have continued to evolve, CCGG has refined and updated the original Executive Compensation Principles in this document. CCGG recognizes that determining and structuring long-term compensation plans is a complex, multi-year process for boards that is constantly evolving. Compensation plans have many objectives measured over a multi-year time horizon, including:
- Ensuring that compensation decisions are highly correlated to long-term performance
- Enhancing the alignment of interests between executives and shareholders
- Mitigating the risk of unintended outcomes or the creation of inappropriate incentives
- Attracting, motivating and retaining top talent
The focus of the following principles is on "pay for performance" and the integration of risk management functions into the executive compensation philosophy and structure. While proxy disclosure is limited to the top five executives, boards are expected to ensure these principles are used in determining compensation practices throughout the company. The compensation programs for senior executives set the tone and should reflect a company’s overall compensation philosophy and risk profile. The board and the compensation committee of every public company are responsible for, and accordingly must be actively involved in, establishing and independently verifying compensation philosophy, setting performance measures and assessing performance.
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