Advisory Services

Alliance Advisors provides expert advice fueled by ongoing data-driven research on all matters of corporate governance, compensation, environmental and social (ESG) proposals. Given the growing importance that investors are placing on ESG topics, it is critical that issuers along with their Boards are prepared to discuss these subjects both in the proxy statement and during off-season engagement with shareholders in a meaningful and constructive way. Alliance’s staff of highly experienced governance professionals provides the guidance and expertise needed to enhance the shareholder engagement process while maximizing support of your agenda. Services include:

Alliance conducts hundreds of successful proxy solicitation campaigns annually for corporations globally, across the entire range of market capitalizations and industry sectors. This unique form of proxy and advisory work exposes Alliance to every conceivable type of management initiative, governance issue and shareholder proposal. Given this exposure, Alliance is well armed with extensive proprietary databases, cataloging each scenario that our clients have experienced, as well as the corresponding investor and proxy advisory firm dialog and eventual voting responses. This experience, combined with our database of knowledge, allows Alliance to provide the most effective advice on all ESG and compensation scenarios.

Advisory Services

Alliance conducts hundreds of successful proxy campaigns annually for corporations globally, across the entire range of market capitalizations and industry sectors. This unique breadth of proxy and advisory work exposes Alliance to every conceivable type of director election, compensation, and ESG challenges.  Given this exposure, Alliance is armed with extensive proprietary databases, cataloging each scenario our clients have experienced, as well as the corresponding investor and proxy advisory firm dialog and eventual voting responses. Our experience, knowledge, and proprietary database, allow us to provide the most effective advice on all ESG and compensation scenarios.

Shareholder Engagement

It is imperative issuers engage with institutional investors about ESG matters throughout the year to inform the investment company of their practices and articulate how they align with shareholder interests.  These conversations strengthen the relationship between issuers and their investors, which can lead to increased investment and support during key proxy votes.  Issuers should also explore the possibility of engaging with proxy advisory firms ISS and Glass Lewis to understand their perspectives on important ESG matters.  Companies can gather valuable information during these meetings including whether the investor has concerns about compensation structure, board commitments/composition, ESG disclosures, or other nuanced matters, which are best discussed directly with the company.

Alliance has been preparing companies across all sectors and market caps for over a decade for these crucial meetings.  Our team of ESG and compensation experts work with our clients to create an effective bespoke engagement program to meet specific needs.  Our client preparation is the cornerstone of our shareholder engagement service and what separates us from other firms.  We will leverage our proprietary database of institutional voting records along with N-PX filings to provide a comprehensive overview of how institutional investors and underlying funds voted at shareholder meetings.  We analyze specific shareholder bases and identify the decision makers at each specific institution.  Our advisors can coordinate the meeting scheduling process with institutional investors and proxy advisory firms.    Most importantly, we prepare our clients for each engagement by providing:

• Identifying which company representatives should participate in the meetings and which topics each participant is best positioned to address
• Investor Dossiers detailing investor ESG and compensation priorities and key proxy voting policies
• Potential ESG and compensation questions institutional investors or proxy advisory firms may ask during engagement meetings
• Mock investor calls to run through the questions and appropriate answers
• Post-meeting review of shareholder calls to assess messaging and strategize for future engagements

After the meetings have been completed and the resulting data has been analyzed, we work with our clients’ proxy statement disclosures by providing commentary from a shareholder and proxy advisory firm perspective to maximize support from these constituencies.

The major impact of Environmental, Social, and Governance (ESG) considerations in today’s business environment cannot be overstated. Investors are integrating analysis of companies’ sustainability and social impact into their investment decisions and strategies, regulators are introducing new disclosure requirements to increase transparency around companies’ management of ESG risks and opportunities, and other stakeholders, including employees and customers, are increasingly vocal about their demand for more robust company action across these issues.

A growing number of investors recognize the financial impacts of ESG-related risks and the need for strong corporate governance to manage the environmental and social matters material to a company’s performance. To meet rapidly changing investor expectations, it is imperative Boards and senior leadership take a proactive approach to oversee ESG. This entails integrating ESG into the company’s overall business strategy, providing transparent and comparable disclosures, and implementing a meaningful engagement program with the company’s investors.

• Alliance enables companies to implement and evolve their ESG reporting, strategies, and goals by prioritizing what is most important to their investors and other key stakeholders. Leveraging our insight into investors’ approaches to various ESG issues, expertise in ESG raters and standard setters, and experience across global industries, we assist companies to identify and evaluate material topics
• Benchmark ESG performance against custom peer groups and recognize gaps
• Develop ESG reporting strategy and disclosures aligned with global frameworks, standards, and ratings.
• Educate the Board and executive leadership team on ESG trends, regulatory developments, and industry best practices.
• Evaluate ESG voting policies of your investors and the proxy advisory firms and conduct research on ESG proposals and voting data
• Implement and manage a shareholder engagement program

Alliance Advisors is an IFRS Sustainability Alliance Member: (formerly the SASB Alliance)

Executive Compensation

Executive compensation is always a highly scrutinized topic for public companies. Investors want to understand the justification for proposed compensation, as well as the expectations for each executive’s performance.  Our compensation experts will analyze pay structures to identify potential areas of concern and help maximize shareholder proposals.  This analysis includes:

Alliance will project how a client’s pay-for-performance (PFP) is likely to fare under some quantitative say-on-pay (SOP) screens. Output will note a high, medium, and low PFP concern.

• Alliance will review the draft proxy statement from a shareholder and proxy advisory perspective.

Equity Plan Analysis

Shareholders evaluate management proposals to adopt a new equity plan or adding shares to an existing plan to ensure the terms of the plan meet best practices and are not overly dilutive. Our compensation experts provide advice to clients to help maximize shareholder support for these plans. Our Equity Plan Analysis provides:

• Analyzing shareholder bases and their proxy voting policies to design a plan, which will meet compliance with the policies of your shareholders
• Identifying primary vote drivers, which institutional investors will use, in making voting decisions such as voting power dilution, burn rate and other plan provisions
• Provide projections on how shareholders are likely to vote on plan proposals
• Perfo­­rm an Equity Plan Scorecard analysis