Criteria

Each year the criteria evolve and address more issues as the needs of the investor community grow, but the mission of these awards remains the same: Transparency creates confidence and therefore value for companies and their stakeholders.

The Transparency Awards are organized by Labrador, a regulated communication consultancy firm.

The complete list of transparency criteria

Proxy Statement

01 | The document is available in print PDF format

02 | The document is available in an interactive format on the Investor Relations web page

03 | The print version of the document uses a two-column page layout

04 | The SEC EDGAR version of the document uses a one-column page layout

05 | The top of each page in the print version indicates the relevant section and subsection

06 | Every page footer includes the company name, document title, and year

07 | The document includes a secondary color

08 | The second page of the document is either the table of contents, company overview, or values statement

09 | Voting and general information is presented at the back of the proxy

10 | There is a proxy summary containing compensation and governance highlights

11 | The proxy summary includes a table summarizing the proposals and the board’s recommendation for each one

12 | The CD&A starts with a dedicated table of contents

13 | At a minimum, the CD&A Executive Summary includes a table of the NEOs and provides business highlights

14 | The back cover is branded or provides substantive information

15 | The proxy summary includes a strategy or company overview

16 | A shareholder engagement graphic appears somewhere in the document

17 | The document includes a summary of key governance practices and policies (what we do / don’t do, or list)

18 | The cover includes the time, date, and place of the annual meeting

19 | The Notice of annual meeting includes voting icons (mail, phone, internet)

20 | The letter from the Chairman or CEO (or combined role) includes company or governance highlights rather than just meeting information

21 | There is a letter from the entire Board of Directors

22 | At least 30% of the Board members are women

23 | Each director biography includes a photo

24 | Within each director biography, at least three items (such as tenure, age, and committee assignment(s)) are called out separately

25 | The company discusses its position on diversity beyond the board level (recruiting employees)

26 | The company discusses at what level its ESG initiatives are overseen (management, board, specific board committee)

27 | Committee descriptions include the aggregate meeting attendance rate

28 | The attendance rate disclosed for the entire board is precise rather than the minimum “more than 75%” requirement

29 | Each committee description includes a summary of the topics discussed during the year

30 | Key governance changes or the Board’s areas of focus are clearly outlined

31 | The board evaluation section discusses the results and, if warranted, the proposed enhancements or actions taken

32 | The document discusses the implementation or monitoring of (or responsibility for) a succession plan

33 | The document discusses director onboarding or continuing education

34 | The document includes a link directly to the code of conduct

35 | The company explains its approach to cybersecurity

36 | The letter from the Compensation Committee includes highlights about the compensation program

37 | The document includes a summary of key compensation practices and policies (what we do / what we don’t do, or list)

38 | The CD&A includes a discussion of each individual NEO’s role, performance, and total compensation

39 | The company discloses whether it has a clawback provision for executive compensation

40 | The document discusses human capital management in the ESG/CSR section

41 | Reference to a sustainability framework

42 | The company explains why each particular skill is relevant to the company

43 | The company discloses the criteria used to identify the companies in the peer group and shows how the company fits into the peer group with respect to those criteria

44 | At a minimum, the proxy includes a graphic summary of directors’ ages and tenures

45 | The document includes a director skills matrix

46 | The document includes a separate board committee matrix or discloses committee memberships within a board nominee table in the proxy summary

47 | The document includes a graphic showing the board evaluation process

48 | The document has a CSR or ESG section containing graphics or key figures that describe ESG highlights (diversity, gender parity, carbon emissions, etc.)

49 | Within the director compensation section, a graphic is included to show allocation of various direct compensation elements

50 | A section on business performance highlights (in the CD&A or the proxy summary) incorporates at least two graphics

51 | The CD&A contains at least three graphics depicting compensation of the NEOs

52 | A table or graphic is used to present the target and final results of the short-term incentive plan

53 | A table or graphic is used to present the final results of the long-term incentive plan for the performance that just ended

54 | The document includes a shareholder engagement section

55 | The document includes “human capital management” information

56 | Within the shareholder engagement section, the company includes who from the company participated and how many shareholders were contacted and topics discussed

57 | The document includes a graphic showing stock ownership by each Named Executive Officer compared to ownership guidelines, if any

58 | There were at least 45 days between the filing and the annual meeting

Form 10-K

59 | The exhibit list is hyperlinked to each individual exhibit

60 | The document is available in PDF print format

61 | The Investor Relations website offers an interactive version of the Annual Report

62 | There is a table of contents on page 2 with two levels (sections and sub-sections) of detail

63 | The top of each page in the print version indicates the relevant section and subsection

64 | Every page footer includes the company name, document title, and year

65 | The document uses a two-column page layout

66 | Within Item 1 – Business, the company provides an overview of the company’s strategy

67 | The document contains a glossary of terms or key word index

68 | The document includes a secondary color

69 | Item 1 – Business contains a graphic to highlight the company strategy

70 | The tables throughout the document have titles

71 | Within the human capital management section there is a subsection on diversity and inclusion

72 | The Notes to Consolidated Financial Statements have a dedicated table of contents

73 | Within Item 1, the document provides a direct link to the website hosting all of the company’s SEC filings

74 | The risks are categorized and ranked by importance

75 | The “Risk Factors” section is broken into subsections by the type of risk

76 | The company discusses whether cybersecurity is a major risk

77 | The segments in the Business Overview are an exact match to the segments discussed in the MD&A

78 | The company mentions how it recognizes revenue

79 | The company identifies environmental issues as a risk

80 | Within the human capital management section there is a subsection on employee recruitment and training

81 | The company discloses workforce demographics at associate, management, and executive levels

82 | The MD&A contains at least one graphic to highlight company performance

83 | The document follows a logical structure recommended by the SEC

84 | Each section of the report is labeled with the appropriate name from the regulations (i.e., “Risk Factors,” “Management Discussion and Analysis,” etc.)

85 | Financial statements should show information for the current year in the far left column

86 | There were no more than 50 days between the filing and the fiscal year-end

Investor Relations Website

87 | The homepage of the corporate website includes “Investors” or “Investor Relations” with other prominent level one headings

88 | The Investor Relations search engine is quick and accurate

89 | The IR home page has a menu offering direct access to sub-sections

90 | There is a Sustainability or Corporate Responsibility section clearly identified and accessible from the IR homepage

91 | There is an “Annual Meeting” tab that is complete and up-to-date

92 | The “contact” page offers an option to send an email to investor relations or a specific contact in Investor Relations

93 | Readers can access the 10-K or Proxy from the IR home page in two (or fewer) clicks

94 | The IR site offers easy and public access to the annual meeting webcast or transcript

95 | The IR site offers an option to register for email alerts

96 | A search for “Company 2020 Annual Report” on any search engine will lead to the current Annual Report in the top five results

97 | A search for “Company 2021 Proxy Statement” on any search engine will lead to the current Proxy Statement in the top five results

98 | There is an “Annual Report and Proxy Statement” tab that is complete and up-to-date

99 | Readers can access the Proxy from the IR home page in two (or fewer) clicks

100 | The company website’s search engine provides easy access to information related to “ethics,” “strategy,” and “sustainability”

101 | Readers should be able to view the company’s latest earnings presentations

102 | Readers can access the Code of Ethics or Code of Business Conduct from the IR home page in two (or fewer) clicks

103 | The company’s website has a dedicated Ethics and Compliance tab

104 | Readers have access to the last five Annual Reports

105 | The company’s current bylaws are posted and easily accessed

106 | A subsection within the Investor page is called “SEC Filings”

107 | A subsection within the Investor home page is called “Corporate Governance” or “Governance”

108 | The home page of the IR site includes, at a minimum, “Events and Presentations,” “Stock Information,” and “contact or FAQ”

109 | There is a dedicated website or landing page for the Annual Meeting that includes all materials needed for the AGM

Code of conduct

110 | The document is available to the public on the company’s investor relations or corporate website

111 | The document is available in print PDF format

112 | The document is available in an interactive format, sending the reader to additional content such as a video or intranet for more information

113 | A search for “code of ethics or code of conduct Company name” in any search engine will lead to the most recent document in the top three results

114 | The document is titled either Code of Ethics or Code of (Business) Conduct

115 | The document is written in first person (you, I)

116 | The document is translated into three or more languages, not including English

117 | The translated documents are listed on a single page and available on the corporate website

118 | The document includes a table of contents

119 | The table of contents includes at least the following items: “Values,” “Workplace Behavior,” “Anti-bribery and corruption,” and “Ethics Hotline/Reporting Resources”

120 | The document includes a graphic depicting the reporting procedure

121 | The document includes links to other company policies

122 | At the beginning of the document, values and/or commitments are included

123 | The document is dated and produced  or updated within the last two years

124 | The Code includes a chapter or paragraph about code violations

125 |  The section on reporting violations includes a phone number or email to anonymously report a concern

126 | A letter from the CEO and/or the CCO introduces the Code

127 | The Code mentions a training program

128 | The Code includes at least seven themes

129 | The company indicates the response time if an incident is reported to the hotline

130 | The company presents the governance structure of the ethics and compliance program

131 | The document contains a minimum of three graphics or infographics

132 | The document includes a decision-making tree graphic

133 | The document includes at least three practical case studies or examples or a Q&A

134 | A list of the company’s other governance-related codes or policies appears on the same landing page as the Code

135 | The document includes a section about the Code’s purpose and who it applies to

136 | The document refers to other governance-related policies

PLAIN LANGUAGE - NEW FOR 2021!

1 | Average sentence length is 20 words or less

2 | 98% sentences or more in active form

3 | 98% sentences or more in affirmative form

4 | 20% or less complex sentences

5 | 15% or less sentences with parenthesis

6 | 7%  adjectives or less

7 | 2% adverbs or less

8 | 0.5% or less Latin or foreign words

9 | 0.5% or less elaborate or old words

10 | No more than 80 words in paragraphs

11 | No more than 4 paragraphs on average between intermediate titles

12 | Max 20 words per sentence for bullet points