Background and Overview

ISS’ peer group construction methodology incorporates information from companies’ self-selected pay benchmarking peer groups. Information regarding selected peers, as well as the industry groups that those peers are selected from, are used to influence ISS’ peer group construction process. The methodology continues to maintain a focus on identifying companies that are reasonably similar to the subject company in terms of pay band (Europe only), industry, and size (based on one or more of revenue, assets, and market capitalization).

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Download the FAQs for more information on ISS’ Peer Selection Methodology

To prepare for the upcoming meeting season, ISS must construct peer groups before companies’ new proxy disclosures are available, generally based on company-selected peers disclosed in the prior year’s proxy (i.e., for meetings in 2019, ISS will typically use peers disclosed in 2018). For US companies, ISS will typically only collect and use the peers disclosed in your last proxy statement that were used for the previous year’s pay decisions (i.e., peers disclosed in the 2018 proxy and used to make pay decisions for 2017). However, ISS may incorporate updated peers for companies that modified their peer groups since their last disclosure or intend to do so as they prepare their 2019 proxy materials.

In an effort to ensure that the most accurate information is incorporated into ISS’ peer group selection process, ISS is offering certain U.S., European, and Canadian companies (please download the relevant FAQ for coverage universe details) with annual meetings slated to be held between February 1, 2019, and September 15, 2019, for U.S. and Canadian companies, and between February 1, 2019, and January 31, 2020, for European companies, an opportunity to inform ISS of changes to their self-selected peer groups for their next proxy disclosure. ISS believes that taking this extra step of collecting updated information will help produce a better outcome for investors and issuers alike.

Companies not disclosing changes are encouraged to verify through the form that ISS has collected the complete and relevant peer group from their last proxy statement.

For companies that have not made or do not intend to make changes to their previously disclosed peer group, or issuers who do not wish to provide this information in advance, no action is required.

Peer submissions are handled via ISS Corporation Solutions’ (ICS) Governance Analytics platform to streamline and consolidate company workflow onto a single platform.

Providing Input

  • The peer group provided should be the peer group used for benchmarking CEO pay for the fiscal year ending prior to your next annual meeting.
  • While public disclosure of this information is not required, our expectation is that the same peers provided to ISS will be disclosed in the upcoming proxy. Significant differences between submitted peers and peers cited for the fiscal year ending prior to your next annual meeting may cause ISS to re-run the peer group and may result in the company not being able to pre-submit peers in future years.
  • ISS will use this information only for the purpose of constructing peer groups.
  • Submissions should include your company’s complete peer list, selected through the lookup tool provided on the peer submission form.
  • Please do not make multiple submissions or submit information other than relevant peers (those used for benchmarking CEO pay), as this may disrupt accurate submission of your peers.
  • Note that, as in prior years, an ISS peer group is not final until the ISS proxy research report is published.

The peer submission period for companies in the U.S., Europe, and Canada is open from November 19 through December 7, 2018.

The peer submission form is available at https://login.isscorporatesolutions.com. If you already have a login to the Governance Analytics platform, then use your existing login to access the peer submission form.

To request a login to the Governance Analytics platform, contact our Support Team.

If you have any questions, please refer to the above referenced relevant FAQ document or contact us via the ISS Help Center.

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