Studio Insights by


Here are some of the problems you face:
  • You know your proxy circular disclosure isn't great; maybe it's not even "good".
  • You've heard the concerns of shareholders saying you don't do what they want, but you do - they just can't find your disclosure.
You know your directors and management are concerned about voting results and they just want you to "fix it".

You know there are lots of great ideas for clear disclosure out there. In fact there are 1000's of companies that you could look at to find what you need. It's impossible to know where to even begin.

That's where Governance Studio comes in. Let us save you hours of your time and handfuls of your hair (the stuff you won't be pulling out in frustration)!

We spent the summer (yes, truly, most of it) reading the disclosures of Canada's TSX 60 and finding great examples and samples for everything from director bios to compensation risk management.

We looked for disclosures that were clear, easy to understand, short and sweet, helped us understand how the board operates and most of all made us want to read more. If that's what you, your management team and your directors are striving for in your company's next proxy circular, this is the perfect resource for you.
Here, in our Best of the Best 2014, you will find everything you need in one place. No hunting down and printing off proxy circulars from SEDAR - just click on the section you want and see lots of options for almost every section of your proxy circular. You can save or print the samples you like best and incorporate them into your 2015 circular.
Who knows, it might help your company land on our very exclusive Honor Roll next year!




Best of the Best 2014 Release


Which Canadian companies "Tell All" to their shareholders?


Best of the Best 2014 is now out to answer that question!





Calgary, Alberta, Canada (November 6, 2014) Sylvia Groves and Governance Studio are pleased to announce the release of their Best of the Best 2014 - A Focus on Excellence in Governance Disclosure. The full results of the study can be found on


Transparency in disclosure is a critical component of shareholder engagement for Canadian companies. New regulations on term limits and diversity disclosure (in the form of amendments to National Instrument 58-101) announced in October, mean the spotlight is focussing in more sharply. In this light, Governance Studio has just completed its review of the most recent management information circulars of the TSX 60 companies (as at April 30, 2014) to see what they were communicating to their shareholders and how transparent they were in their disclosures.


Our key objective in identifying leaders in disclosure and governance programming is to highlight great disclosure and to assist other Canadian reporting issuers to develop information that will help shareholders to understand how the governance, compensation and operating performance systems work together at the organizations in which they invest.


Both institutional and retail shareholders are demanding better, clearer information about the boards and management teams of the companies whose shares they own. Investors want to understand who the board is, what makes those directors valuable and how the board makes decisions, especially decisions around executive compensation.


"We were surprised by the results of our review. A lot of our major Canadian companies had more of less effective disclosure and almost all of them used at least a few innovations to share that information. But there were only four companies who took their disclosure and their efforts to engage shareholders to the next level, notes Sylvia Groves, President and Creative Director of Governance Studio.


These four companies - our 2014 Honor Roll - provided clear and easy to understand information about their board, board decisions and the processes to approve executive compensation. The companies we felt deserved special recognition as role models this year include:


Magna International Inc. - Magna's circular was engaging, chock full of innovations, and visually pleasing. It told the story of how Magna is addressing everything from board size to in-depth director skills to making distinct connections between performance and pay.

National Bank of Canada - National Bank's circular was clean, crisp, and to the point. Graphics were used to highlight key information and initiatives without overtaking the disclosure. The roles and responsibilities of the board were clear and went far beyond a recital of duties into a clear story of how the board operates.

BCE Inc. - BCE starts their proxy off with a summary that helps shareholders immediately understand their key compensation and governance philosophies and initiatives - there's no need to go digging through the document to find it. Then they continue with clear, concise and understandable disclosure throughout.

Telus Inc. - Telus has been a leader in engaging disclosure for years and now they are starting to see some real competition. Cute animals aside, Telus makes great use of their circular to tell their story. They start off sharing their values and they make it easy to find key information.

"These circulars stood out to me for two main reasons," states Groves. "First, they drew me into their disclosure - they used graphic elements and highlighted information in ways that made me want to learn more. Second, and more importantly, they drew me in from the very first pages - they truly engaged me."

The Best of the Best researches more than just the finest examples of disclosure by TSX 60 companies - it also digs deeper to provide hundreds of excellent disclosure formats, graphics and wording to inspire even greater clarity and transparency in companies of every size and shape.


"As a former Corporate Secretary, I know how difficult and time consuming it can be to seek out clear, concise formats and examples," says Sylvia Groves. "I'm excited to be able to provide a resource that drafters can have at their fingertips to make their jobs easier and improve the public disclosure of their companies."


About Sylvia Groves and Governance Studio

Sylvia Groves, FCIS, President and Creative Director of Governance Studio, is a facilitator, consultant, and author of the highly acclaimed book: AAA+ Minutes™  - The Three Must-Do Fundamentals And 100s Of Practice Tips For Writing Minutes That Protect Your Organization And Its Directors. She created Governance Studio based on her award-winning work in corporate governance. The firm works exclusively with organizations that seek to apply effective governance practices as a fundamental way to add value. Through Sylvia's expertise and no-nonsense practical advice, Governance Studio has helped thousands of corporate secretaries and directors enhance the effectiveness of their boards and their organizations.


She is also the creator of Diversity One - a one-step policy that boards can adopt to improve their diversity while ensuring the best possible candidates are chosen. You can find more information at

Governance Studio has been Adding Value to Every Seat at the Boardroom Table™ by creating tailored corporate governance programs that build an effective governance legacy for each organization beyond today. 


Send me an email at if you have a question about a governance practice or a corporate secretarial procedure.

I will reply to you privately. With your permission, I will share the question and answer (but not your name or organization) in an upcoming newsletter.



Recent Events

CSCS - Essentials

November 3 & 4 ,2014
Toronto, ON

For more information visit their website here. 

How We Help

Governance Studio is thrilled to congratulate one of our very first disclosure clients, Vermilion Energy, on their recent CCGG Governance Gavel Award for executive compensation disclosure.

Governance Studio has been providing advice and recommendations to Vermilion on ways to improve the clarity and quality of disclosure in the proxy circular and options to enhance governance practices.

Read more about our first project together here.

Shout 0uts

A big shout out to Corporate Secretary Magazine for an amazing US awards event!

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