Our governance expertise, coupled with our knowledge of investors and corporate reporting expectations, as well as our mastery of shareholder transaction mechanics, are core capabilities that add value to all of Morrow Sodali’s services.

Our Corporate Governance Advisory Services cover board and organizational governance, strategic governance advice from a shareholder and proxy perspective, and public policy and regulation.

Board and Organizational Governance

Effective corporate governance at board-level and throughout the organization is essential for building trust and confidence among stakeholders, reducing risks, and improving overall business performance. Our team of experienced advisors possesses a deep understanding of corporate governance principles and practices, and we can assist your company to design and implement a corporate governance framework that aligns with your business objectives, culture and values.

At Morrow Sodali, we believe that good corporate governance serves as the foundation for sustainable business success. The Morrow Sodali Board & Governance practice has extensive experience in corporate governance and is dedicated to delivering customized solutions that cater to the unique needs of each organization. Continue reading to discover more about our services and how we can help enhance your organization's governance practices.

Our services include:

An effective internal governance review can help companies and organizations improve their corporate governance framework including the adequacy of its design and the effectiveness of underlying processes. It can also further enhance board effectiveness and promote alignment with relevant laws, regulations, governance standards, and industry best practices. Our reviews include a comprehensive assessment of policies, procedures, and practices.

Click here to learn more about the benefits of conducting an internal governance review and how Morrow Sodali can assist your organization.

A board review is designed to evaluate the performance of an organization's board of directors, identify areas for improvement, and enhance the overall effectiveness of the board. A comprehensive board effectiveness review can help boards improve their decision-making processes, strengthen board composition, and enhance board dynamics. We offer both external and self-supported evaluations including an evaluation of board structure, processes, and performance, to ensure that the board is fulfilling its responsibilities and delivering value to the organization. We also assist clients with the development of their own board self-assessment methodologies and the conduct of individual director evaluation exercises.

Click here to learn more about the benefits of conducting a board effectiveness review and how Morrow Sodali can assist your organization.

It is not enough to have a well-designed corporate governance framework. This framework needs to be implemented to ensure effective decision-making, transparency, and accountability within the organization. Morrow Sodali can assist organizations by guiding the implementation of corporate governance frameworks through the preparation of action plans, specific governance policies, and procedures.

Click here to learn more about how Morrow Sodali can assist companies and organizations in supporting their corporate governance implementation.

Morrow Sodali can assist client organizations by conducting research on the latest governance regulations, trends, and practices as well as on discrete governance issues of interest to clients. Our research and benchmarking service can also help companies and organizations understand best practices in corporate governance and assess their own governance practices vis-à-vis peer organizations.

Click here to learn more about how Morrow Sodali can support your organization by providing research and benchmarking services.

Directors need to have the necessary skills, knowledge, and expertise to effectively oversee a company's operations and ensure its long-term success. Our training programs aim to enhance directors’ understanding of governance practices and evolving expectations for the board's role throughout the organization.

Throughout the year, Morrow Sodali consults with its clients on board-related matters and makes presentations to the full board, board committees, and/or executive management on topics such as board composition, board evaluation, succession planning, executive compensation, sustainability, shareholder activism and other relevant issues and trends.

The firm will periodically consult with companies on trends in corporate governance, including its assessment of best practices and trends as they relate specifically to corporates’ policies and circumstances.

Click here to find out more about Morrow Sodali’s customized education and development programs for directors and senior executives.

Effective group governance can help companies and organizations to optimize their performance, enhance risk management, and ensure compliance with applicable laws and regulations. Morrow Sodali can assist clients in reviewing and implementing effective group governance practices, including group governance frameworks, policies and procedures, risk management frameworks, and alignment of governance practices across subsidiaries.

Click here to find out more about Morrow Sodali’s group governance services.

Companies need to prioritize risk management and compliance as integral components of their governance structures to operate effectively and responsibly. Morrow Sodali can assist organizations in developing risk management frameworks that integrate with their governance practices. Our services include designing board-level risk assessment methodologies, compliance program development, and advice on the structuring of internal control functions.

Click here to find out more about Morrow Sodali’s risk governance and compliance services.

Strategic advice on corporate governance from shareholder and proxy perspective

Morrow Sodali provides clients with insights and updates on governance-related matters from the perspective of shareholders and proxy advisors on an ongoing basis, including the assessment of best practices and emerging trends as they relate to each client’s specific circumstances.

As part of its consulting engagements, the firm provides guidance on the full range of corporate governance matters, anticipating potential challenges to minimize the risk of shareholder activism and alignment of clients' governance profiles with market expectations. Parallel to assessing potential risks from emerging trends, Morrow Sodali provides strategic, practical advice to help clients make informed decisions on such issues as corporate governance, board-related matters, executive compensation and sustainability.

Governance assessments conducted by Morrow Sodali identify potential governance gaps and voting issues, but more importantly the firm assesses the risks of these gaps so that directors can make informed decisions and effective strategies can be developed.

Director elections, board and committee composition, board member skills, diversity, combined or split Chairman & CEO functions, are among the many board-related issues of concern to shareholders. Morrow Sodali helps clients analyze the relevance and impact of these provisions – from these analyses, risks are measured and strategies are developed and executed.

Morrow Sodali has detailed knowledge of how proxy advisors and institutional investors apply their voting policies and the drivers that form their voting recommendations and decisions. Firm experts are therefore uniquely positioned to review and analyze a client company’s remuneration report and assist in the development and explanation of remuneration policies that will be supported by shareholders.

The Morrow Sodali annual remuneration review is an important exercise that delivers valuable insights for companies engaging with shareholders and investors.

The absence of generally accepted standards for measuring and presenting environmental and social risk metrics creates challenges for companies in disclosing performance to investors.

Morrow Sodali helps companies analyze issues and draft reports and disclosures related to environmental and social risks and opportunities.

Morrow Sodali helps clients understand who owns their stock and how that ownership is likely to respond to the company’s policies. The firm’s background in proxy solicitation, corporate governance and stock surveillance are critical to assessing the degree to which each institution’s voting decisions reflect the influence of outside advisors as well as the role of investment and internal stewardship teams.

Morrow Sodali reviews a company’s ownership profile periodically and provides an analysis of investment and voting disciplines, advisory firm influence, and other pertinent characteristics of a client’s investor base.

Morrow Sodali’s ability to identify clients’ current institutional ownership, combined with its knowledge of institutional voting guidelines, the influence of proxy advisory firms and historical voting patterns, allow the firm to accurately predict the voting outcome on a variety of compensation and governance issues.

After analyzing potential shareholder support for annual meeting agenda items (including shareholder proposals), Morrow Sodali prepares and updates voting projections in advance of companies’ engagement campaigns and proxy solicitation activities so as to serve as a basis for strategic planning and document preparation.

Morrow Sodali assesses changes in ownership and in the evolving voting policies of key identified institutional investors and proxy advisory firms before determining their impact on shareholder support for the shareholder meeting agenda.

Morrow Sodali reviews and comments on disclosure documents being prepared by companies in connection with shareholder outreach, including the preliminary proxy statement, draft sustainability or corporate responsibility reports and other related disclosure documents and solicitation materials.

This review process includes an analysis of the relevant policies and voting decisions of institutional investors and proxy advisory firms, on the basis of which Morrow Sodali can identify areas of possible contention in terms of alignment with company-specific policies and processes.

This document review process is conducted in collaboration with the client company’s Investor Relations, Communications and Legal teams.

On the basis of a company’s ownership profile, Morrow Sodali will confirm the identity of the primary voting contacts at major institutions and assemble relevant background information about their voting policies and practices in preparation for an outreach and engagement program with institutional investors.

Strategic recommendations are then made as to the most effective approach to engaging specific shareholders and institutions, with the aim of gaining optimal support for key identified voting items.

Public Policy and Regulation

Effective corporate governance requires sound legal and institutional frameworks that market participants can rely on and that will support economic efficiency, sustainable growth and financial stability.

The Morrow Sodali Board & Governance team has extensive experience of supporting government ministries, regulators, central banks, stock exchanges, international financial institutions, and industry associations to strengthen these frameworks. Our track record includes working with the World Bank’s International Finance Corporation (IFC), the OECD, the European Bank of Reconstruction and Development (EBRD), the EU Commission, the UK’s Financial Reporting Council and many national ministries and regulators.

In providing such support, we are able to draw on our international experience which enables us to conduct comparative analysis across jurisdictions, our research capabilities that have been developed over many years, and our team of expert advisors.

Examples of the services we have provided include:

• Assisting in the development and implementation of national corporate governance codes and rules – recent examples include supporting the securities regulators and stock exchanges in Turkey, Croatia, Morocco and the Republic of North Macedonia with the writing of new codes, the design of reporting and monitoring systems and the training of supervisors and companies;
• Assisting in the development of governance standards for financial institutions – recent examples include supporting central banks and supervisors in Slovenia, UAE and Egypt on matters of bank governance;
• Assisting in the development of policies on the governance of state-owned entities – recent examples include supporting the national authorities in Uzbekistan and Serbia in the development and implementation of state ownership policies.
• Research to support public policy on oversight of proxy advisory firms and ESG rating agencies