G&SQTM Measures

G&SQ™ measures are the framework for quantifying governance and sustainability risk, based on underlying G&SQ™ Dataset

  • Audit, Reporting & Dispute
    • Auditor Independence & Dispute

      Share of non-audit fees to total fees paid to auditor

      Auditor opinion

      Frequency of auditor changes

      Auditor: if top tier

    • Reporting Issues

      Frequency of restatements

      Frequency of fiscal quarters where non-recurring items (charges or gains) exceeds a given fraction of sales or net asset

      Frequency of lowered earnings estimates

      Frequency of delayed filings

      Frequency of identified material control weaknesses

      Unremediated Material Weakness - if any

    • Investigation & Enforcement Action

      Frequency of securities regulator investigation

      Number of open securities regulator investigation

      Frequency of securities regulator enforcement action

      Frequency of DoJ (Department of Justice) or State AG (Attorney General) investigation

      Number of open DoJ or State AG investigation

      Frequency of board audit committee investigation

      Number of open board audit committee investigation

      Frequency of SEC (US Securities Exchange Commission or applicable securities regulator for other country jurisdictions) staff reviews

      Number of open SEC staff reviews

      Frequency of SEC staff review raising revenue recognition issue

      Frequency of SEC staff review raising expense recognition issue

      Frequency of SEC staff review raising issues related to reserves

      Frequency of SEC staff review raising issues pertaining to related party transactions

      Frequency of SEC staff review raising issues pertaining to asset carrying value, impairment (or write down)

      Frequency of SEC staff review raising issues pertaining to executive compensation

  • Shareholder Rights
    • Proportionate Rights

      Classes of shares, votes per share and voting encumbrances

      Voting policy (plurality versus majority) and director resignation policy in uncontested elections

      Supermajority requirement to amend charter and bylaws

      Supermajority requirement to approve M&A activities

    • Takeover Defense

      Staggered board

      Share holder rights plan (poison pill)

      Pill: If in force

      Pill: if approved by share holders

      Pill: trigger level

      Pill: sunset clause

      Pill: qualified offer provision

      Pill: duration till expiry

      Pill: duration since effectuation (or last reintroduction)

      If board authorized to issue 'blank check' preferred stock without shareholders' approval

    • Voting

      Convening special meeting rights: ownership threshold level

      If shareholders can act through written consent

    • Liquidity

      Frequency of listing standards violation (or notice of delisting served)

      Frequency of trading suspension

  • Board
    • Board Independence

      If CEO holds board chair

      If there is a lead (or presiding) independent director disclosed

      Proportion of independent directors on board

    • Board Committee Independence

      Proportion of independent audit committee members

      Proportion of independent compensation committee members

      Proportion of independent nominating committee members

    • Over-boarding & Attendance

      Percentage of directors on a given number (or above) of other public company boards

      Number of other public company boards the CEO serves on

      Percentage of meetings directors attended in a year

    • Board Operation

      Disclosed governance guidelines

      Executive sessions (non-executive directors meeting without the presence of executive members)

      If directors authorized to appoint external experts without executive consent

      Related party transactions involving board chair and (or) CEO

    • Stability

      Frequency of changes in board chair

      Frequency of changes in audit committee chair

      Frequency of changes in compensation committee chair

      Frequency of changes in nominating committee chair

  • Management
    • Compensation: Pay Performance Alignment; Relative Positions in a Given Peer Group

      CEO compensation versus total shareholder return: 3 year horizon

      Top 5 NEO (named executive officers) compensation versus total shareholder return: 3 year horizon

      CEO compensation versus return on total capital: 3 year horizon

      Top 5 NEO (named executive officers) compensation versus return on total capital: 3 year horizon

      CEO compensation versus total shareholder return: 1 year horizon

      Top 5 NEO (named executive officers) compensation versus total shareholder return: 1 year horizon

      CEO compensation versus return on total capital: 1 year horizon

      Top 5 NEO (named executive officers) compensation versus return on total capital: 1 year horizon

    • Compensation: Prudent Constraints

      Say on Pay

      Disclosed compensation claw-back provision

    • Stability

      Frequency of CEO changes

      Frequency of CFOs changes

  • Environmental & Social
    • Environmental

      Frequency of EPA (US Environmental Protection Agency) or other regulator environmental investigation

      Number of open EPA or other regulator environmental investigation

    • Social

      Frequency of regulator investigation (or litigation) alleging human rights violation

      Number of open regulator investigation (or litigation) alleging human rights violation

      Gender diversity in board

      Gender diversity in executive suite

    • Environmental & Social: Disclosure Standards

      GRI reporting: G3 application level

      GRI reporting: sustainability guidelines referenced

  • High Level Of Flexibility In Measure Definition Is Ensured By Extensive Parameterization
  • User-Defined Parameters Include Trailing Periods, Trigger And Threshold Levels
  • User-Defined Parameters Also Include Rule Definition For Creating Peer Groups For Computation Of Pay Performance Alignment

    G&SQ™ Measure Definition Parameters – Who Sets What

  • G&SQ™ Research: Measure Definition Parameters Are Periodically Reviewed And Reset By Our Team Of Analysts. The Parameter Values Are Applied Across The Entire G&SQ™ Universe
  • G&SQ™ Research: Highly Extensible G&SQ™ Architecture Allows Creation Of Multiple G&SQ™ Universes, And Separate Sets Of Measure Definition Parameters For Each
  • MyG&SQ™ Portfolio Screener: Customer User Sets The Parameters In MyG&SQ™ Portfolio Screener For His Own Scoring And Portfolio Screening Purpose
  • MyG&SQ™ Portfolio Screener: Customer User Can Set-up Multiple Parameter Sets For Multiple Portfolios And Save The Parameter Sets For Future Routine Use