Holly J. Gregory is a partner and co-global coordinator of the Corporate Governance and Executive Compensation group at Sidley Austin LLP. The following post is based on a Sidley update by Ms. Gregory, John P. Kelsh, Thomas J. Kim, Rebecca Grapsas, and Claire H. Holland.
Institutional Shareholder Services (ISS) is seeking feedback on policy questions as part of its process for updating its policies for the 2016 proxy season. Corporate issuers should consider communicating company views on proxy voting issues by participating in the survey, which can be accessed here. [1] Feedback is due by September 4, 2015 at 5:00 p.m. ET. Survey results are scheduled to be released in September and draft policy revisions are scheduled to be released for comment in late September or early October.
Survey topics provide an early indicator of potential areas for policy revision. This year’s questions signal that ISS may refine its position on:
- Proxy access bylaw features
- Director overboarding
- Defensive governance provisions adopted pre-IPO or by a board without shareholder approval
- Sunset provisions for net operating loss poison pills
- Equity compensation of non-employee directors
- Use of adjusted metrics in incentive programs
- Say-on-pay in relation to disclosure by externally-managed issuers
- Use of financial metrics and financial ratios to assess capital allocation decisions, share buybacks and board stewardship