ISS Launches Annual Benchmark Policy Survey

Wilson Sonsini Goodrich & Rosati

Wilson Sonsini Goodrich & Rosati


On August 29, 2023, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2024 and beyond.

For the U.S. market, the survey solicits views as to whether companies should disclose a line-item reconciliation of non-GAAP adjustments to incentive pay metrics in the proxy statement. The survey also solicits views on two global governance topics: ISS’s director independence classification (and specifically on professional service relationships involving directors or members of their families) and cross-market/foreign private issuer policy.

In addition, “the survey invites views on a number of global environmental and social (E&S) topics, in light of evolving regulations, guidelines, standards, and frameworks, particularly regarding climate change. This is also against a backdrop of the increasing number and type of shareholder proposals on E&S-related topics over the last few years, especially, although not exclusively, in the U.S.” Among other things, the survey solicits views on:

  • whether ISS benchmark policy and policy application should aim for global consistency, to the extent possible, in areas such as climate change, biodiversity, and human rights, or should take a market-specific approach;
  • how organizations are considering “double materiality” in addressing E&S topics;
  • the kinds of actions/disclosures that would be appropriate for investors to expect from a company where there is evidence that an environmental or social risk may be material to a company (or if there is a clear link to that risk by the company’s business activities);
  • which guidelines, standards, and frameworks are considered relevant to use by organizations when drafting (for issuers) or assessing (for investors) a company’s climate transition strategy or plan;
  • assessments of management say on climate plans (for investor respondents only); and
  • the tolerance level of a company’s reduction in transparency that resulted from risks from increased politicization of ESG.  

The survey may be completed on a voluntary basis by institutional investors, public companies, corporate directors, and all other interested market constituents. The deadline to complete the survey, available here, is Thursday, September 21, 2023, at 5:00 p.m. ET.

As in prior years, after the survey closes, ISS will open a public comment period for all interested market participants to provide feedback on key proposed changes to ISS’s voting policies for 2024.

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.

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