Pursuing a higher standard of proxy statement

The legal team at Coeur Mining is proud of the evolution its proxy statement has gone through since 2015. Last year the company won the best proxy statement award in the small-cap category, and this year it takes home the same award in the mid-cap category. In recent years, Coeur’s proxy statement has been emblazoned with the firm's mission statement on the cover: ‘We pursue a higher standard’.

For the team responsible for creating the proxy statement, this means it is viewed as more than just an SEC regulatory filing. It is ‘guided by SEC rules and what our investors are looking to hear from us, but also some of the things that are important to us in our mission statement – like excellence, safety, health performance and environmental performance,’ says Brian Slade, manager and legal counsel at Coeur Mining.

Robyn Koyner, the company’s assistant corporate secretary, adds that the team’s approach is best described as focusing on ‘continuous improvement’, as embodied by the firm's consecutive wins at the Corporate Governance Awards.

When expanding the proxy statement, it’s a challenge to add meaningful disclosure that readers actually want, without dramatically increasing the size of the document. Koyner says ‘outreach to our stockholders and stakeholders is a critical part of our process. I think we have a really robust program at Coeur and that really helps guide what our stockholders are interested in. It also helps us to focus on the things we think are important.’

One example of this is that the company has expanded on the macroeconomic and company overview at the start of the compensation discussion and analysis (CD&A) section. Providing a couple of pages of contextual information helps to frame the detailed discussions of compensation that follow.

‘So much of our business is impacted by commodities prices and so much of the CD&A and compensation performance is tied to company performance that we felt it was critical to provide context to lead into the CD&A,’ Slade says.

Another example of the company building on last year’s proxy statement is through the enhancement of its ESG messaging. From page 24 to page 28, Coeur Mining outlines its environmental and social policies, including a two-page section on human capital management and corporate culture. It covers the company’s leadership philosophy, local talent recruitment and development programs, cultural assessment and commitment to diversity and inclusion efforts. It’s something the legal team is quite proud of and, in its awards nomination, it singled this out as something that sets it apart from other US mining peers.

But while adding new talking points and enhancing the existing sections can bolster the disclosure for new and traditional readers of the proxy statement, a balancing act needs to be struck to ensure the document remains readable and as concise as possible – for example, adding a contents page at the start of the proxy statement and the start of each major section, and including an index of key phrases that will be used throughout. The contents pages also have small icons that say ‘new’ and ‘expanded’ to help regular readers appreciate the disclosure that is unique to this year.

Koyner says she enjoyed adding some of these aspects to the proxy statement this year because ‘it makes it into a document [people] want to read. When I started practicing, a proxy statement was not visual. It was just a black-and-white document, 50-100 pages long, that was really hard to get through unless you were the person writing it. But we want people to read it, and we spend a lot of time on it.’

You can read more about the Corporate Governance Awards in the Corporate Secretary Yearbook,