Regarding ISS Proxy Research

For questions, requests for engagements, and to provide new information to the ISS Proxy Research teams, please contact the ISS Help Center.

All companies can access ISS’ final, published proxy research reports on their own company without charge. Access is available with respect to proxy research issued under ISS’ Benchmark policy guidelines. These are made available through the Governance Analytics* platform, which also provides a notification when a report is available. To ensure timely notification of the availability of a final, published proxy research report, companies are encouraged to request login credentials as early as possible, preferably before the filing of the company’s meeting materials or the release of the ISS report, by emailing contactus@iss-corporate.com. Once registered, the company’s designated user(s) will receive email notifications as soon a new proxy research report, or an update to a previously issued report, on the company is published by ISS for its subscribing clients.

As the provision of Governance Analytics login credentials may take at least one (1) business day, companies may also request a copy of a published ISS proxy research report for an upcoming meeting on an expedited basis through the ISS Help Center.

Our final, published proxy research reports are provided to companies free of charge as a courtesy, subject to the following conditions: (i) the reports are only for the subject company’s internal use by employees of the company, and (ii) the company is expressly prohibited from making the report, or any part of it, public, or sharing the reports, profiles or login credentials with any external parties (including but not limited to any external advisors retained by the company such as a law firm, proxy solicitor or compensation consultant).

*Governance Analytics is a web-based platform hosted by ISS-Corporate, a wholly-owned subsidiary of ISS. There is no obligation to purchase or use any of the products or services of ISS-Corporate in order to receive a courtesy copy of the published ISS proxy research report. ISS-Corporate provides advisory services, analytical tools and information to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance and executive compensation practices. The ISS Global Research Department, which is separate from ISS-Corporate, will not give preferential treatment to, and is under no obligation to support, any proxy proposal of a company (whether or not that company has purchased products or services from ISS-Corporate). No statement from an employee of ISS-Corporate should be construed as a guarantee that ISS will recommend that ISS clients vote in favor of any particular proxy proposal.

No. ISS does not authorize the redistribution or dissemination of our proxy research reports nor their contents.

ISS strives to be as accurate as possible in our research and publications. We encourage interested parties to check the Policy Gateway on ISS’ website for the appropriate Voting Guidelines and FAQs concerning the issue; perceived “errors” may often reflect matters of opinion or a disagreement with the policy/methodology applied rather than an error of fact. If you believe our proxy research report contains an error, please notify us immediately by using the email link provided on the front page of the report or via the ISS Help Center. If we determine that there is a material error that should be brought to our clients’ attention, we will promptly issue an “Alert” which is the mechanism we use to update a previously issued proxy research report.

Similarly, if new, significant information relating to a proxy voting issue is publicly disclosed in a timely manner (preferably via the official channels through which issuers are required to published their proxy materials) and ISS is informed of its availability, an Alert will be issued if considered warranted and if sufficient time is available before the voting deadlines in that market for our institutional investor clients to review any changes in the Alert (which could include a change to a previously issued vote recommendation) and to act upon this information if they so choose. For example, in the U.S. and Canada, where vote cutoffs are usually the day before the shareholders meeting, ISS’ vote recommendations can generally be updated (where appropriate) if ISS is informed of the new disclosure at least 5 business days before the meeting.

For India issuers, in compliance with Securities and Exchange Board of India regulations, ISS provides issuers the ability to have their comments on the ISS report included in an Alert. Please see ISS Review Process for India Issuers for this process.

Proxy Alerts are used to communicate updates, adjournments, corrections and any vote recommendation changes to our clients. A proxy Alert is structured as an overlay on the original report; the first few pages show the updated information and any related vote recommendation change (if any), and the original report lies underneath, and will continue to reflect the original report and information. This allows our clients to see the original report and the changes in one document. Any subsequent Alerts will be layered on top of the previous Alert.

Proxy Alerts are distributed to our institutional investor clients in the same way our original proxy research reports are distributed – generally through our ProxyExchange platform. The clients who received the original report will automatically receive any proxy Alerts issued for that company.

Once the meeting date has passed, updates to the research report for that meeting can no longer be made.

In some markets, draft reports are provided as a courtesy and at the sole discretion of ISS, in order to allow an issuer to check the factual information prior to publication. 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.

Specific market draft registration/request procedures:

  • In the US, as from January 2021, drafts are no longer provided to U.S. companies including those in the S&P500 index.
  • In Canada, drafts are provided to Canadian companies in the S&P/TSX Composite Index via annual advanced registration.
  • In France (where ISS engages in line with the specific French-market recommendations of the AMF), please see our Engagement and Draft Report Disclosure Policy for the French Market.
  • In the Germanic markets (Austria, Germany, Liechtenstein, Switzerland), drafts are provided to German companies in the DAX Index and Swiss companies in the SMI Index. Companies in Austria listed on the ATX, German companies listed on the MDAX, and Swiss companies listed on the SMIM may make individual requests for a draft review. The request needs to be made annually and may be accommodated at ISS’ sole discretion. Companies wishing to review drafts must publish their meeting materials (annual report, corporate governance report, and remuneration report) 30+ days prior to the AGM.
  • Companies in other markets may make individual requests for a draft review, generally by the earlier of the filing of their meeting materials or 30 days prior to the meeting. The request needs to be made annually and may be accommodated at ISS’ sole discretion.
  • Drafts are not generally provided to companies in Asia-Pacific markets nor in Latin American markets.

Where provided, the purpose of a draft review is for the subject company to check the facts that are being included in our report and is not an opportunity for the issuer to lobby for a particular voting recommendation.

For all markets, ISS does not normally allow pre-publication reviews of pending reports 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.

ISS’ proxy research teams interact regularly with company representatives, institutional shareholders, dissident shareholders, sponsors of shareholder proposals, and other parties in order to gain deeper insight into many issues and to check material facts relevant to our research. We engage whenever we consider that doing so will assist in our work of producing high quality research reports and voting recommendations for our clients. Topics discussed can range from general policy perspectives to specific voting items. As a research organization, we welcome constructive dialogue on critical issues that helps to ensure a full understanding of the facts and circumstances, which will in turn inform our proxy research analyses and voting recommendations.

The purpose of such discussions for ISS is to obtain or communicate clarification about governance and voting issues, in order to ensure that our proxy research and policy-driven recommendations are based on the most comprehensive information available. Sometimes such dialogue is initiated by ISS, while other times it is initiated by the issuer or other stakeholders (including shareholders who may or may not be ISS clients). In contested situations, we ordinarily seek to engage with both sides.

Please send a request for engagement through the ISS Help Center. A detailed proposed agenda is needed – this is essential to determine which ISS analysts should take part and to enable analysts to prepare so that the engagement can be productive for all participants. Notably, during the annual meeting season, in-person meetings are typically limited to contentious issues, including contested mergers, proxy contests, or other special situations, while engagement on other topics is handled telephonically.

All participants should understand and must agree to the following guidelines during engagements with ISS Research analysts:

  1. All information must be publicly disclosed.
    ISS engages with companies when it is considered by ISS to be helpful to enhance the accuracy and quality of the research and voting guidance we provide to our investor clients. All discussions are on-the-record, and material non-public information should not be disclosed to ISS and will not be used. ISS reports and recommendations are based exclusively on publicly available information: information provided by companies during engagements with ISS should either be already publicly available to all shareholders or will be disclosed in the filings for the company’s upcoming shareholder meeting. Any fact which an issuer would like to see reflected in our report should be publicly disclosed to all shareholders in a timely fashion; even in markets where such disclosure is not ordinarily required. In proxy contests and similar situations, we expect both management and dissidents to publicly file any materials presented to ISS. ISS will not knowingly use material non-public information disclosed during an engagement. At the same time, ISS accepts no obligation of confidentiality with respect to any matters discussed during engagements.
  1. There must be no indication of any relationship with ISS Corporate Solutions.
    There is a firewall between ISS Research and ISS-Corporate (ISS’ subsidiary, whose work is described above in this FAQs). A key feature of the firewall is that ISS Research personnel do not know the identity of any of ISS-Corporate corporate issuer clients. Accordingly, companies should not mention during any engagement any past, present or expected contact with ISS-Corporate or its personnel; disclose or discuss any information obtained from the purchase of ISS-Corporate services or products; or identify your company, either directly or indirectly, as an ICS client (or prospective client). Doing so will violate our firewall policies and may result in the immediate termination of engagement discussions. ISS does not give preferential treatment to, and is under no obligation to support, any proposal of an issuer whether or not that issuer has purchased products or services from ISS-Corporate. ISS research analysts have no access to information about ISS-Corporate clients, and we require that in any communication you may have with ISS analysts, you do not disclose your identity as an ISS-Corporate client or potential client, to help protect the integrity of our research process.
  1. ISS Research cannot provide consulting advice, and there is never a guarantee of a particular ISS vote recommendation outcome.
    ISS research analysts cannot consult or advise issuers in any way. No statement made during an engagement should be construed as an indication of how ISS will ultimately recommend in a given situation or on a specific proposal. ISS’ proxy research and recommendations are driven by our voting guidelines, as applied to the fact pattern presented by each company at the time we analyze their voting proposals, through their publicly filed disclosures and other public information available to shareholders. Therefore, while we can discuss our policies and the rationale behind them, we cannot and do not indicate what would be required in a specific situation to obtain a “for” recommendation. To promote transparency and best practices, our proxy voting policies (or guidelines) are posted publicly on our website in the ISS Policy Gateway section. However, application of those policies in specific cases requires an analysis, not only of the exact details and language of the proposal being voted on, but of the context in which that proposal arises; including events such as board decisions, share price movements, legal/regulatory developments, and the actions of shareholders which may not be apparent until the time the analysis is undertaken. We cannot and will not disclose or guarantee any future vote recommendation.
  1. The company participants must be appropriate.
    During engagements, ISS staff will be focused on hearing about the company’s long-term focus and strategy and how it drives decision-making to satisfy shareholder objectives, in particular in relation to the company’s governance and the matters that will be put to the company’s shareholders for a vote. Accordingly, ISS prefers that one or more board members take part in the engagement discussions. ISS deems it inappropriate to discuss an executive’s compensation while s/he is present, and we would ask that executive to recuse him/herself for that portion of the discussion.

While we will make reasonable efforts to accommodate engagement requests, note that accepting engagements is at the sole discretion of ISS. Based on topics, timing and priority, particularly in the lead into and during proxy season, we may not be able to hold every engagement requested or on the day or at the time requested. In addition, whether an engagement is conducted in-person or by phone or other remote means is also at ISS’ discretion. Accordingly, companies are recommended to plan early for any desired engagement scheduling. Further guidance is provided below:

Non-contentious shareholder meetings: For engagements regarding non-contentious meetings, the preferred time to schedule engagements is during the off-season, prior to the main proxy season in that market. For example, for the U.S. and Canada, the preferred engagement period is August through February. Furthermore, engagements generally should take place prior to the filing of the proxy materials. Once the proxy or other relevant meeting materials are filed or published, it is at ISS’ discretion whether to engage with the company; we generally will do so only to clarify points on which the ISS analysts have questions. ISS reports and recommendations are based only on publicly disclosed information, and all the information needed for analysts to make their voting recommendations should be in the proxy or other publicly disclosed materials and should be clearly communicated therein.

Contentious shareholder meetings: For proxy fights or contested mergers, ISS will generally seek to engage with both sides after the proxy materials are released. Where possible, ISS will reach out directly to schedule the engagements and generally offer each side an equal opportunity for engagement. In general, ISS will aim to schedule engagement with the dissident side first to pinpoint the areas of contention, and to give the company the opportunity to respond to dissident arguments made. Follow-up meetings may also be scheduled at our discretion; and as with the initial engagement, would be offered equally to both sides.

ISS has robust policies and procedures to ensure the integrity of our research process. ISS has a comprehensive global compliance program (please check this link for disclosure of our relevant policies and procedures).

ISS also undertakes and is subject to periodic SSAE-18 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.

Generally, yes, the fact that engagement has taken place will be reflected in the report. Where relevant, the overall point of view of participants as well as any substantive information will be reflected in our proxy research reports, particularly when the information is considered useful in helping our institutional clients make informed voting decisions. In some instances, ISS may consider including direct quotes from statements made by participants in the meeting. At the discretion of ISS, an engagement summary is also generally included in our research reports, summarizing any dialogue that has taken place.

Questions on ISS’ policies or research reports?

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