Alberta Chapter

The January 21 "Executive Compensation and Say on Pay" event was a huge success with 46 corporate governance professionals assembling to hear our speakers provide their expertise with respect to the new Executive Compensation disclosure rules which challenged Canadian corporate secretaries for the first time in 2009.  Led by David Taniguchi from Stikeman Elliott LLP, the speaker line-up included Mr. Scott Munn of Hugessen Consulting, Mr. Tom Graham of the Alberta Securities Commission and Mr. Charles (Chuck) Kraus also from Stikeman Elliott LLP. 
 
Scott Munn provided the group with an overview of the trends in executive compensation in 2009 and discussed the effects on executive bonuses and long term incentive grants and plan design as a result of the recently experienced economic downturn.  Mr. Munn also discussed the "Shareholder Agenda" issues as recently published by RiskMetrics Group and the Canadian Coalition of Good Governance.  Evolving governance practices with respect to executive compensation were also presented, notably the increased role of the Compensation Committee Chair. 
 
Tom Graham presented his views of the newly implemented Executive Compensation rules.  He noted the key goals of the new instrument, specifically, to provide one all-inclusive number for compensation, to provide a better understanding of why companies pay what they pay, and to improve overall disclosure consistency.  The first year of compliance with the new rule was tested and the results published in CSA Staff Notice 51-331 "Report on Staff's Review of Executive Compensation".  All corporate governance professionals will be pleased to know that in the ASC's view, companies obligated to comply with the new rule had positive results overall.  The Staff Notice suggested key areas of focus going forward of which can be better "elaborated upon" in that Notice, but generally included comments on the compensation disclosure and analysis, the performance graph, and termination payments. 
 
Chuck Kraus from Stikeman Elliott LLP provided an overview of the US developments for Canadian issuers to "take heed".  The new US rules regarding corporate governance and enhanced disclosure, recurring issues in US executive compensation disclosure, and of course, hot topics such as say on pay and golden parachutes were all discussed.  It is with bated breath that we see how these developments emerge into the Canadian corporate governance regime over the next little while. 
 
On behalf of all of the Alberta CSCS members, I send along our most sincere thanks to these gentlemen for taking the time to speak at the event.  Understanding the challenges that other issuers encounter when complying with new governance rules always makes our jobs a little easier!
The Alberta Chapter of the CSCS is busy planning another event in June. Futher detail will follow.

Warmest regards & we hope to see you all in June!
 
Leanne E. Likness,
 
Corporate Secretary
ENMAX Corporation