Corporate Governance

Alliance Advisors provides expert advice and data-driven research on all matters of corporate governance, compensation and environmental and social (ESG) proposals. Given the growing importance that investors are placing on ESG topics, it is critical that issuers and their Boards be prepared to discuss these subjects both in the proxy statement and during the engagement with their shareholders in a meaningful and constructive way. At Alliance, our staff of highly experienced governance professionals provides the guidance and expertise needed to maximize support for your meeting’s agenda and shareholder engagement program. Our services include:

Corporate Governance Advisory

Alliance conducts hundreds of successful proxy solicitation campaigns annually for corporations with different market capitalizations and within all industry sectors. This proxy and advisory work exposes Alliance to every conceivable type of management initiative, governance issue and shareholder proposal. Therefore, we are armed with extensive proprietary databases to catalog which other corporations have had the same proposal, changes made to the terms of the proposal, opposition from specific investors, the recommendation of the proxy advisory firms and the overall voting response.

Governance Proposals

These governance proposals include the election of directors, Say-on-Pay, Mergers & Acquisitions, equity plans, increases in authorized shares, the issuance of preferred stock, reverse stock splits, the elimination of super majority voting, re-incorporations and bylaw amendments. Today, most governance issues have either been widely adopted or are being addressed through the shareholder engagement process. Alliance has a wealth of proprietary data and expertise to assist our clients in assessing these topics and proposals. This includes investor and proxy advisory firm sentiment, likely voting outcomes and addressing these issues during discussions with their institutional investors.

Shareholder Proposals

ESG topics have become as important to many investors as compensation and Board related topics. Environmental issues include climate change, sustainability reporting, reducing greenhouse gas and coal ash risk. Social issues involve political lobbying and expenditures, Board diversity and composition, human and corporate culture, the opioid crisis and drug pricing. Based on our experience with these environmental and social issues, Alliance provides strategic advice with vote projections, proxy disclosure as well as the approach to either adopt or combat these types of shareholder proposals.

Equity Plan Analysis

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

  • Analyzing your shareholder base and their proxy voting policies to design a plan that is in compliance with the policies of your largest shareholders
  • Identifying primary vote drivers that institutional investors will use in making voting decisions such as voting power dilution, burn rate and other plan provisions
  • Provide a projection on how shareholders are likely to vote on your plan proposal
  • Our staff can model the ISS Equity Plan Scorecard if necessary

Shareholder Engagement

Research

Alliance will leverage its proprietary database of institutional voting records along with N-PX filings to provide a comprehensive overview of how the largest institutional investors and underlying funds voted at your most recent shareholder meeting. From Say-on-Pay to shareholder proposals to director elections, this report is indispensable in order to conduct an effective outreach program.

Engage

Our Proxy Solicitation Group works with each client to create an effective engagement plan based on our client’s specific needs. As a starting point we will review and analyze your shareholder base and can assist in coordinating calls with the voting decision makers at each specific institution. Our solicitors can also assist in helping to set-up calls with the proxy advisory firms as required. Most importantly, Alliance prepares our clients for each engagement by providing the following:

  • Investor Dossiers
  • Potential governance, compensation or ESG questions you may need to address
  • Mock investor calls to run through the questions and appropriate answers
  • Post review of shareholder calls
Proxy Review

Alliance understands the importance institutional investors place on disclosure in the proxy statement and can guide clients by providing them timely advice on leading trends. In addition, we work alongside our clients to review the proxy statement in order to provide commentary from a shareholder and proxy advisory firm perspective in order to maximize support from these constituencies at your next annual meeting.

ESG Advisory

The importance of Environmental, Social, and Governance (ESG) considerations in today’s financial markets cannot be overstated. In many cases, investors, both current and potential are examining companies’ sustainability and social impact when evaluating their investment decisions in a particular company or even industry. Many investors feel that by considering ESG they can avoid investing in companies’ whose environmental or social practices may create a financial risk. Consequently, it is imperative that Boards of Directors and senior management make identifying their ESG pressure points and enhancing disclosure in the proxy a priority.

Several large institutional investors have made it known that they expect Boards to take a proactive approach to implementing oversight. This includes various types of reports, clear and timely disclosures as well as a meaningful engagement program with the company’s investors. Our expertise with your investor’s and the proxy advisory firm’s approach to these issues governs our capabilities to implement a best practices approach to ESG disclosure and proposals which are as follows:

  • Develop a peer group and review their ESG initiatives
  • Conduct ESG proposal research, trends and voting data
  • Evaluate ESG voting policies of your investors and the proxy advisory firms
  • Implement and manage a shareholder engagement program

Contact us if you are interested in finding out more.

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