In order to ensure consistency, transparency, and quality in our interactions with issuers, industry groups, shareholder proponents and other financial market stakeholders, ISS has a set of principles that guide our engagement. Our goals are to facilitate productive and informative dialogue, and to help all stakeholders understand what they may expect from engaging with us.
In the United States, we have instituted a formal liaison role to facilitate the engagement process. Marc Goldstein, a veteran governance researcher and business leader with more than 16 years’ experience with ISS, acts as the primary liaison between ISS and market stakeholders who wish to engage on governance issues.
During proxy season, (which in the US runs from roughly February 15 to June 30), analysts will generally only be able to engage with issuers at ISS’s request or on contentious issues, including: contested mergers, proxy contests, or other non-routine or extraordinary situations.
For non-contentious situations, it is at the analysts’ discretion whether to engage with the company after it has filed its proxy or published its other relevant meeting materials; they generally will do so to clarify points on which there are questions. ISS analyses are based only on publicly-disclosed information, and all the information needed for shareholders and analysts to make their decisions should be in the proxy or other publicly disclosed materials and should be clearly communicated therein.
Providing ISS with specific company contact information can be useful so that if analysts have questions, they can quickly contact the appropriate person. In the US,the Research Helpdesk is the appropriate point for providing any specific contact information. In other markets, company contact information can be provided via the ISS contact points given below.
If there are particular points you want to be sure our analysts are aware of (for example, corporate governance changes the company has undertaken, or disclosures that may not be clear or easily found), you may wish to send details by email to the relevant ISS analyst if already known or to the ISS contact point provided (for example, the Research Helpdesk) outlining the points you wish to make and with proxy pages or other sources noted. This can be helpful for ISS and our clients, and so we welcome such clarifications to the extent they can assist our analysis for shareholders.
Please note that any material information provided must be public (in the proxy statement or other disclosed materials) in order to be used in our research.
Any material non-public information that is disclosed, intentionally or unintentionally, will not be considered or included in our research reports.
ISS also undertakes and is subject to periodic SSAE-16 audits. ISS’s research and recommendations are also based on public information and on our publicly disclosed and detailed ISS policy guidelines which are available and transparent to all parties.
To ensure consideration can be given to any review responses within the often tight publication deadlines for our reports, any comments should be sent back to ISS by e-mail, although companies are welcome to provide a hard copy as well. Note that this is not an opportunity for the issuer to lobby for a particular voting recommendation, but to check the facts that are being included in our report. Procedures for providing draft reports to companies vary on a market-by-market basis, and in any case, no drafts will be provided in markets or situations where there is insufficient time to do so whilst still respecting our clients’ voting deadlines.
For all markets, ISS does not normally allow pre-publication reviews of any analysis relating to any special meeting or any meeting where the agenda includes a merger or acquisition proposal, proxy fight, or any item that ISS, in its sole discretion, considers to be of a contentious or controversial nature. This policy is intended to safeguard the independence of our process and recommendations.