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.

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