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Aug 12, 2015

ISS mulls policy changes on compensation, proxy access

Proxy advisory firm seeks feedback on share buybacks and overboarding to kick off 2016 policy formulation

ISS has launched its latest annual policy creation process, asking stakeholders questions about proxy access, overboarding for directors and CEOs, and other issues that it is considering as it mulls new voting recommendations.

ISS policy updates for the 2016 proxy season could also cover the use of equity compensation for non-executive directors, the role of share buybacks in allocating capital, unilateral bylaw changes, pre-IPO bylaw changes and more, according to a press release announcing the start of a global survey of institutional investors, corporate issuers, corporate directors and other market players.

‘As we explore some timely and significant issues that may affect financial market participants in the months ahead, we look forward to hearing from market participants globally as we shape our policies that will serve the voting needs of many of our institutional clients worldwide,’ says Georgina Marshall, global head of research for ISS, in the press release.

ISS says it will also conduct regional surveys to consider location-specific topics, hold roundtable discussions on some possible changes and organize conference calls to examine local market best practices to help formulate a new round of voting guidelines.

The global survey is scheduled to close on September 4 and the results will be released later that month. Comments will be accepted throughout October, then the firm will release its final policy updates in November. Any new voting recommendations will take place in February 2016.

For the 2015 proxy season, ISS adopted a ‘scorecard’ approach to evaluate equity plans in the US, basing its recommendations on the cost of the plan, its features and grant practices. For Japan, it decided to recommend not voting in favor of an independent director who attends less than 75 percent of board meetings in the year under review.