ISS Releases 2013 Global Policy Updates


On November 16, Institutional Shareholder Services (ISS) released its policy updates to its voting guidelines for the 2013 proxy season. The updates were largely consistent with the proposed guidelines published in October. Key policy changes in 2013 for the United States include ISS’s position on recommending against directors of companies whose executives have engaged in hedging or pledging of company stock and companies that have failed to respond to majority-supported shareholder proposals, the selection of the ISS peer group for purposes of a company’s quantitative say-on-pay analysis, the use of “realizable” pay as part of a company’s qualitative say-on-pay analysis and ISS’s standards for evaluating golden parachute proposals.

In general, the policy updates are effective for shareholder meetings held on or after February 1, 2013. ISS has indicated that it will release revised Frequently Asked Questions (FAQs) that will provide additional guidance related to some of the revised policies in December 2012. ISS will also be hosting a global webinar on December 6 that will cover the updated policies and a preview of key issues facing investors and issuers in the coming year.

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Ropes & Gray LLP | Attorney Advertising

Written by:


Ropes & Gray LLP on:

JD Supra Readers' Choice 2016 Awards
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.