Published 21 October 2020 by CMi2i Editorial Team
Institutional Shareholder Services Inc. (ISS), a provider of corporate governance and responsible investment solutions, has launched its open comment period for benchmark voting policy. The open comment period solicits views from governance stakeholders with regard to ISS’ proposed voting policy changes for 2021 and beyond. The period will end at 5:00 p.m. ET on Monday, October 26, 2020.
ISS explains more in their press release:
To ensure ISS benchmark voting policy changes take into consideration a broad range of perspectives, including the views of institutional investors globally and those of the broader corporate governance community, ISS gathers input each year from institutional investors, companies, and other market constituents through a variety of channels and mediums. Following the release in recent weeks of the results of its 2020 global policy survey, ISS is now making available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Feedback is invited from all interested market constituents on 17 proposed new policies.
Potential proposed key policy changes include:
Board Diversity, Race and Ethnicity (U.S.): Beginning in 2022, at companies where there are no identified racial or ethnically-diverse board members, the proposed ISS U.S. policy will be to recommend voting against the chair of the nominating committee (or other relevant directors on a case-by-case basis). Mitigating factors will be considered and the proposed coverage universe is all companies in the Russell 3000 and S&P 1500 indexes.
Board Diversity, Gender (Canada, UK, Ireland, Continental Europe, Latin America): Changes are proposed to raise the existing minimum board gender diversity policy thresholds for companies in a number of markets on a market-specific basis, to be implemented in 2021 and 2022.
Board Composition (Latin America, Russia, Japan): In the main Latin American markets, policy changes are proposed to increase minimum board independence thresholds. In Russia, a broad range of information on a director’s independence classification for candidates proposed by minority shareholders will be used. In Japan, there is a proposed new minimum expectation on outsider directors for companies with a statutory auditor structure and a proposed new policy applying to companies which have significant cross shareholdings.
Director Accountability (All global policies): ISS policies globally will explicitly note that significant risk oversight failures related to environmental and social concerns may, on a case-by-case basis, trigger vote recommendations against board members.
Director Overboarding (Continental Europe): proposal to extend the current ISS Continental European director overboarding policy thresholds to all European companies instead of just to widely-held companies as at present.
Shareholder Litigation Rights (U.S. and Canada): ISS proposes modifications in the U.S. policy, and addition of language codifying the Canadian policy regarding management proposals to establish exclusive forums.
Disclosure (Continental Europe): ISS is proposing to establish minimum remuneration disclosure expectations in line with new regulatory requirements across Europe.
Capital Issuances for Investment Companies (U.K./Ireland): ISS proposes a policy change to recommend support for share issuance requests when trusts provide an explicit commitment that shares will only be issued above net asset value, in alignment with the Pre-Emption Group for investment companies in the UK and Ireland.
Access all 17 draft proposed policy changes here.
Comments received will be considered as ISS finalizes the updates to its benchmark voting policies to be applied for shareholder meetings taking place on or after Feb 1, 2021. ISS expects to announce its final 2021 benchmark policy changes during the first half of November.
CMi2i would encourage companies and investors to review the proposed policy changes and comment if there are are additional thoughts, insights or information that should be considered. Comments should be submitted to firstname.lastname@example.org.
Founded in 1985, the Institutional Shareholder Services group of companies (“ISS”) empowers investors and companies to build for long-term and sustainable growth by providing high-quality data, analytics, and insight. Comprised of seven discrete business lines and class-action claims management that is provided by Securities Class Action Services, LLC, ISS is today the world’s leading provider of corporate governance and responsible investment solutions, market intelligence and fund services, and events and editorial content for institutional investors and corporations, globally. Clients rely on ISS’ expertise to help them make informed investment decisions.
CMi2i is a leader in capital markets intelligence, specialising in the world’s most accurate Equity & Debtholder identification service. As an issuer agent, CMi2i supports issuers and their advisors with investor relations, M&A, shareholder activism, capital restructuring and reputation management goals. The company has supported more than 1000 corporate transactions, 1200 AGMs and has over 500 clients worldwide.