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The International Corporate Governance Network (ICGN) has published three new best practice guides in relation to board diversity, executive remuneration and non-executive remuneration.
The ICGN is an investor-led organisation of governance professionals with the aim of promoting effective standards of corporate governance to advance efficient markets and economies globally. The ICGN has published three new best practice guides which
form part of a suite of guidance on corporate governance that includes the ICGN Global Governance Principles (published
ICGN Guidance on Diversity on Boards
The guidance builds on the ICGN Guidance on Gender Diversity on Boards published in 2013, which identified the responsibilities of shareholders and companies alike to promote gender diversity on boards ultimately to enhance corporate governance and the overall success of companies.
The new guidance recognises that a range of social and economic factors contribute to a fully diverse board beyond gender diversity. This promotes directors with experience, social backgrounds and competencies to help enable effective board decision-making
and leadership. Moreover, relevant board candidates with the needed skills to promote diversity and board effectiveness should not be discriminated against based on gender, age, nationality, race, sexual orientation or gender identity.
The ICGN encourages:
Among other things, the guidance highlights that the nomination committee should, when identifying candidates to recommend for appointment/election to the board:
It also discusses the role of the board chair (to ensure diversity of opinions and active debate), the existence, maintenance and disclosure against relevant policies, and the importance of annual board evaluation and succession planning.
For further details, see the guidance here.
ICGN Guidance on Executive Director Remuneration
The guidance replaces the 2012 guidance and aims to provide a consistent and global perspective focused on major aspects of remuneration policy and practice that will assist companies in better understanding long-term shareholders’ views, as well
as serve as a tool for investors when engaging with companies.
The guidance includes four main changes from the 2012 guidance:
Among other things, the guidance:
ICGN Guidance for Non-executive Director Remuneration
The guidance replaces earlier guidance published in 2013 and contains two main changes since the previous version:
The guidance focuses on the structure of remuneration arrangements, accountability and managing conflicts of interests and ensuring there is adequate transparency of arrangements and disclosure to investors. The ICGN supports the practice of seeking
shareholder approval of remuneration arrangements and material amendments to equity-based remuneration plans.
Key highlights include:
For further details, see here.
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