Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of the meeting by Martha Carter, global head of research, Institutional Shareholder Services (ISS), and Robert McCormick, chief policy officer, Glass Lewis & Co.2 For further information about the LDN, see “About this document,” on page 7. For a list of participants, see the appendix on page 8.

This ViewPoints summarizes members’ conversations about proxy trends and policy.

In a members-only session, members shared their observations on board discretion in executive compensation plans and proxy adviser influence. (page 1)

In the session with Ms. Carter and Mr. McCormick, members discussed how ISS and Glass Lewis establish, amend, and apply their policies. The group also discussed members’ concerns about the proxy advisory firms, including policies related to when and how advisers engage with companies. (page 3)