Policy Development and Review

  • The distinct roles of Management and Directors in the development process
  • Compensation Review Process
  • Minimum share ownership requirements for Management and Directors
  • Compensation Philosophy strategy and policy, including:
    • Peer Group definition and selection
    • Relative weighting of pay elements (pay mix)
    • Performance emphasis of variable pay

Data Collection, Analysis and Interpretation

  • Executive and Directors’ compensation packages benchmarking
  • Proprietary database leverage
  • Proxy and compensation survey analysis
  • Operational and financial performance benchmarking
  • Compensation survey tailored specifically for oil and gas companies with international operations (the only survey of its kind in Canada)

Program Design

  • Salary structure and salary planning
  • Annual cash incentives
  • Long term incentives:
    • Stock options
    • Restricted Share Units (RSUs) / Performance Share Units (PSUs)
    • Deferred Share Units (DSUs)
    • Phantom share plans
    • Long term cash plans
  • Operational and financial benefits, perquisites and retirement arrangements
  • Termination and Change in Control provisions
  • Employee savings and share purchase plans
  • Human capital metrics and performance objectives

Corporate Governance and Compliance

  • The role of the Compensation Committee of the Board of Directors
  • The role of Directors in Executive compensation and Directors’ pay
  • Annual Management Information Circular and Compensation Discussion & Analysis (CD&A) preparation
  • Institutional investor and proxy advisor (i.e. ISS; Glass, Lewis & Co.) guidelines and the applicability (or not) of these guidelines to our client
  • Applicability of ‘good governance’ initiatives to a client’s stage of development and industry

Special Issues

  • Change in control
  • Corporate reorganization (divestiture and acquisition)
  • Initial Public Offering (IPO)
  • Management succession and retention plans