ISS Draft Review Process for U.S. Issuers
For a number of years, ISS has provided corporate issuers in the S&P 500 index with an opportunity to review the factual accuracy of the data included in ISS’ pending proxy analyses. ISS believes that this review process helps improve the accuracy and quality of its analyses, an outcome that is in the best interests of both the institutional investors for whom the analyses are prepared, as well as for the issuers that are the subject of these reports.
This review process is open to those issuers in the U.S. in the S&P 500 index who elect in advance of proxy season to participate by providing us with contact information for the recipient(s) of review-related correspondence. By electing to participate in ISS' draft review process, issuers agree to follow the process described below. Given the volume of proxy analyses handled by ISS during the height of proxy season, we are unable to make exceptions to this process, including the manner in which comments are solicited and the time frames described below.
S&P 500 companies must provide their contact information by submitting the form below. Contact information must be provided at least 30 days prior to the meeting date, and prior to January 31, 2012 for meetings during the 2012 proxy season. Companies should plan to resubmit this information on an annual basis. While ISS plans to reach out to all registered contacts each year as a reminder, we recommend that a permanent e-mail address (such as an investor-relations mailbox) be provided as the primary contact to ensure deliverability. In addition, in order to ensure confidentiality of your report, we will send review copies only to contacts within your company.
While ISS intends to implement its draft review process within the guidelines discussed in this document, ISS cannot guarantee that an issuer will have the right or ability to review a draft analysis. Therefore, neither an issuer’s presence in the S&P 500 index nor the provision of contact information to ISS through this site is a guarantee that an issuer will receive an opportunity to review its draft proxy analysis.
Regardless of an issuer’s election to participate in this process, ISS will not provide an issuer with the opportunity to review any pending analyses relating to special meetings or any meeting where the agenda includes a merger or acquisition proposal, proxy fight, or any item that ISS, in its discretion, considers to be of a controversial nature.
Distribution of Draft
ISS will deliver to the specified contact(s) an electronic copy of ISS’ draft proxy analysis in Microsoft Word format. In order to facilitate an orderly review process, particularly during the busy proxy season, all corrections must be noted by the issuer using Word's "track changes" and comments features and returned to the e-mail address provided by ISS. Only corrections received through this mechanism can be considered.
Scope of Review
In reviewing the draft, issuers should focus their comments and corrections on the facts contained in the draft analysis. This includes checking the accuracy of any data points underlying the analyses (except for the two items noted below), and instances of facts and policy application as it applies to the classification of directors.
Data points displayed on the report that are provided by external third-party data sources (such as FactSet ownership data and Compustat financials data) are not subject to this review process. These vendors use their own methodologies, and inquiries about their data should be directed to those providers. Where errors in third-party data sources are relevant to ISS’ policy application, ISS will duly consider corrected third-party data as part of its analysis.
All data contained in a company’s Governance Risk Indicators (GRId) profile can be verified through ISS' GRId data verification site. More information is available for those seeking clarification on GRID methodology and data interpretation, including ISS' technical document with detailed information on the methodology and definitions for data collected.
Draft reports will be sent to recipients approximately 19-28 days before an issuer's annual meeting. During the height of proxy season, however, draft reports may be sent as close as 14 days before the meeting. The deadline for recipients’ comments to be returned will be included in the cover letter- generally within 24-48 hours (including weekends and federal holidays), though it can be less.
In order to ensure timely research reports for our institutional investor clients and consistency in the interaction with issuers, no exceptions can be made to either the delivery mechanism for change requests or timing of their receipt by ISS staff. ISS is not obligated to respond to comments delivered via phone or email to individual analysts or ISS’ Research Central.
What to Expect Following Review
ISS is committed to considering all appropriate comments received through the draft review process. We believe that this input enhances the proxy analysis. However, ISS is not obligated to indicate what changes will or will not be incorporated into its final analysis after the draft has been reviewed by an issuer. In addition, all information in ISS proxy analyses is subject to change at ISS' sole discretion.
ISS will not delay delivery of an analysis pending public disclosure of changes to an issuer’s governance structure or practices. If, subsequent to delivery of an analysis, an issuer notifies ISS of new information that is publicly available, ISS may, at its sole discretion, provide an updated analysis to its clients.
Issuers should be aware that ISS’ proxy voting policy guidelines as well as comprehensive FAQs are publicly available to assist issuers and others in understanding how ISS prepares its proxy analyses and engages with issuers. These are available through our Policy Gateway.
Engagement with ISS
Any additional communication between ISS and an issuer or its representatives is at ISS' sole discretion. During proxy season, issuers should expect that only truly exceptional situations will warrant engagement prior to, or following, publication of ISS’ proxy analysis.
Dissemination of Proxy Analyses
ISS’ proxy analyses are prepared on the basis of publicly available information and ISS does not solicit material non-public information from issuers (or others). Any information that a company provides during the draft process must be publicly available through sources such as public filings or press releases. Each issuer acknowledges that ISS may disseminate to its clients any and all information that a company provides as part of the draft review process.
All draft analyses distributed to an issuer are considered completely confidential. By providing contact information, issuers agree to share the proxy analysis draft only with those in their company who have a legitimate business need to see it as part of the review process, and with outside advisors who also have a legitimate need to see it and who agree in turn to keep the draft confidential.
Any public release or redistribution of information contained in the draft report prior to ISS' release of the final analysis may result in forfeiture of the right to review future draft reports.
Contact Information Form
Please complete the form below to provide contact information for inclusion in the draft review process. Items marked with a red star