ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more
Institutional Shareholder Services Inc., or ISS, announced the launch of Environmental & Social QualityScore, a new component of ISS’ corporate profiling and scoring solution for institutional investors....more
SS has published updates of the following documents:
- U.S. Equity Compensation Plans – Frequently Asked Questions...more
International Shareholder Services (ISS) has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season....more
10/30/2017
/ Comment Period ,
Director Compensation ,
Diversity and Inclusion Standards (D&I) ,
Employer Liability Issues ,
Equal Pay ,
Gender Discrimination ,
Gender Equity ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Non-Employees ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Shareholders ,
Wage and Hour
ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more
10/27/2017
/ Comment Period ,
Corporate Governance ,
Director Compensation ,
Disclosure Requirements ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Non-Employees ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Shareholder Proposals
This year ISS conducted two surveys. One was a high-level survey covering a small number of fundamental and high-profile topics. We reported the results here. ISS has now announced the results of a second, more expansive...more
ISS released the results of its annual global benchmark voting policy survey.
ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more
Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more
8/30/2017
/ Conflict Mineral Rules ,
Disclosure Requirements ,
Dividends ,
Emerging Growth Companies ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Internal Audit Functions ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Resource Extraction ,
Revenue Recognition Standard ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
Shareholder Proposals ,
XBRL Filing Requirements
As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more
ISS has updated its equity compensation plan FAQs. New and materially updated questions include:
- If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn...more
ISS has announced its 2017 policy changes. Some key changes for the U.S. are discussed below.
Restrictions on Binding Shareholder Proposals. ISS has adopted a new policy when shareholders do not have the ability to...more
Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe.
Take, for instance, the...more
11/11/2016
/ Clawbacks ,
Conflict Mineral Rules ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
Presidential Elections ,
Presidential Nominations ,
Rule 14a-8 ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Trump Administration ,
Universal Proxy Cards
ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017.
ISS will present relative evaluations of return on equity,...more
ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.”
For US companies, the following is a...more
11/2/2016
/ Benchmarks ,
Bylaws ,
Corporate Governance ,
Directors ,
Diversity ,
Fee-Shifting ,
Forum ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Shareholders ,
Succession Planning ,
Venue
ISS announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run...more
Some things are as certain as death, taxes and Adobe updates. There will always be a proxy season, and maybe 15 years ago we started to think about ISS. Now the list has grown to include Scott Stringer, Comptroller of the...more
ISS has issued a U.S. Equity Compensation Plans FAQ, U.S. Executive Compensation Policies FAQ and a U.S. Policies and Procedures FAQ. Here is a rough comparison of the 2015 U.S. Compensation Policies FAQ to the 2016 U.S....more
ISS has issued a series of 26 FAQs on its Equity Plan Scorecard, or EPSC. The basic EPSC policy has not changed, but effective for meetings as of Feb. 1, 2016, the FAQs state the following adjustments will apply to EPSC...more
ISS has issued the following policy updates for 2016.
Overboarding -
Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more
ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more
10/27/2015
/ Benchmarks ,
Board of Directors ,
Bylaws ,
Compensation & Benefits ,
Financial Institutions ,
Financial Markets ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Public Comment ,
Publicly-Traded Companies ,
Say-on-Pay ,
Trading Platforms ,
Voting Powers
Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more
9/18/2015
/ Clawbacks ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Equity Plans ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access Rule ,
Proxy Season ,
Publicly-Traded Companies ,
Resource Extraction ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Whole Foods
ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS:
- The most significant trend continuing in 2015 has been the move to performance-based pay,...more
ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more
The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more
ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more