As a key strategic differentiator, Gryphon has partnered with Frontline Advisors Inc., a full-service corporate governance and compensation advisory firm.

There is no doubt that in order to have an acceptable shareholder governance model today, Issuers need to fully understand proxy advisory firms’ policy and models. For many companies staying on top of the latest policy is a serious challenge for something that they only do once a year. FrontLine is headed by Victor Guo, who previously led the ISS team responsible for covering Canadian and U.S. mergers and acquisitions, proxy contest research as well as annual general meetings. Victor and Jackie counseled clients on countless complex, as well as simple annual general meetings and have in-depth knowledge and experience in dealing with all types of special resolutions (e.g. equity plans, by-law/article changes, shareholder rights plans, shareholder proposals and Say-on-Pay).

The FrontLine team has particular expertise related to navigating the complicated landscape of ISS and Glass Lewis evaluation frameworks and have authored research on compensation models and advised Canadian Issuers on the most contentious Say-on-Pay proposals within the past several years. Together, Gryphon and FrontLine work hand and glove to deliver leading edge analysis, strategic shareholder advisory support and proxy solicitation expertise that is second to none in the Canadian marketplace.

Some of our specialized services include:

• Proxy Advisory Style Pay for Performance Analysis: We specialize in conducting simulated pay for performance analysis to ensure the Issuer’s executive compensation program will meet the model of the proxy advisory firms. For Issuers whose compensation model fails to meet best practice we provide strategic advice on how to adapt the model or we will develop a strategy to effectively communicate why their compensation model should be acceptable to shareholders.
• Equity Plan Review: We help structure, draft and review all equity plans that require shareholder approval to ensure that the equity plan fits within the framework of proxy advisor requirements.
• Special Resolution Review: We review all shareholder voting resolutions from a corporate governance standpoint to ensure that any special resolutions will be compliant with proxy advisors’ voting guidelines.
• Year-Round Advisory: Our governance team is engaged with Issuers to provide year-round advice and suggestions on corporate governance as well as executive compensation matters to avoid problems surfacing at the AGM.
• M&A and Transaction Advisory: We review M&A circulars and related presentation materials to identify proxy advisor red flags and to work on solutions to gain institutional investor support.
• Proxy Contest Advisory: In contested situations, we deliver strategic advice on governance issues and work closely with legal, financial and communications advisors, to carefully highlight target company vulnerabilities (or to bolster target company defenses) with the specific goal of garnering support from proxy advisors and other key shareholders.
• Pre-Investment Monitoring/Due Diligence: We perform monitoring and due diligence services before investment is made to the target companies to make sure everything is sound and acceptable particularly from the governance standpoint.
• Pre-IPO Governance Structure Design: We design governance structures for Pre-IPO firms. Alternatively we will review preliminary governance structures and make recommendations to align the plan with best practice.

For further details, please contact us with any questions.