ISS Releases Survey for 2014 Policy Updates

Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. The following post is based on a Gibson Dunn alert by Ms. Goodman, Elizabeth A. Ising, and Ronald O. Mueller.

Institutional Shareholder Services (“ISS”), the most influential proxy advisory firm, today launched its annual global policy survey. Each year, ISS solicits comments in connection with its review of its proxy voting policies. At the end of this process, in November 2013, ISS will announce its updated proxy voting policies applicable to 2014 shareholders’ meetings.

Results from the policy survey that ISS posted on its website today will be used by ISS to inform its voting policy review. The survey includes questions on a variety of governance and executive compensation topics, including:

  • whether ISS should differentiate by size or type of company the application of ISS proxy voting policies on a variety of topics;
  • board responsiveness with respect to majority votes on non-binding shareholder proposals, high levels of dissent on say-on-pay resolutions and significant against or withhold votes in director elections;
  • the impact of a director’s current or prior service on boards of other public companies in assessing a director’s performance;
  • director tenure (and its impact on independence) and board leadership rotation;
  • the role of company performance in ISS’s evaluation of directors;
  • factors to consider if ISS adopts a “holistic” evaluation of equity-based compensation plans; and
  • factors relevant to proposals on share authorizations and issuances.

It is important to note that the ISS annual policy survey does not necessarily address every topic that may be covered by ISS’s new proxy voting policies applicable to 2014 shareholders’ meetings. In past years, ISS has revised its proxy voting policies on issues that were not covered by its annual survey. Nevertheless, the policy survey is an important indication of possible changes and provides interested parties an opportunity to express their views. It also provides an opportunity to comment on other proxy voting policies.

The ISS policy survey closes on September 13. Public companies and others are urged to submit their views by completing the survey as ISS considers the support expressed for the various alternatives set forth in its survey in developing its policies.

ISS also announced that during August and September it will hold a series of roundtables and conference calls “to drill into local market best practices.” ISS then will open a 30-day comment period before releasing the 2014 policy updates in November. ISS said that it intends to release its final policy updates 1-2 weeks earlier than in previous years (approximately early November).

More information on ISS’s policy development process is available at The ISS policy survey is available at

Both comments and trackbacks are currently closed.