G&SQ™ measures are the framework for quantifying governance and sustainability risk, based on underlying G&SQ™ Dataset
Share of non-audit fees to total fees paid to auditor
Auditor opinion
Frequency of auditor changes
Auditor: if top tier
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
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
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
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
Convening special meeting rights: ownership threshold level
If shareholders can act through written consent
Frequency of listing standards violation (or notice of delisting served)
Frequency of trading suspension
If CEO holds board chair
If there is a lead (or presiding) independent director disclosed
Proportion of independent directors on board
Proportion of independent audit committee members
Proportion of independent compensation committee members
Proportion of independent nominating committee members
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
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
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
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
Say on Pay
Disclosed compensation claw-back provision
Frequency of CEO changes
Frequency of CFOs changes
Frequency of EPA (US Environmental Protection Agency) or other regulator environmental investigation
Number of open EPA or other regulator environmental investigation
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
GRI reporting: G3 application level
GRI reporting: sustainability guidelines referenced