ROCKVILLE, Md. (October 14, 2020) – Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance and responsible investment solutions to the global financial community, today announced the launch of its annual benchmark voting policy comment period. The open comment period solicits views from governance stakeholders globally with regard to a number of ISS’ proposed voting policy changes for 2021 and beyond, and will run through 5:00 p.m. ET on Monday, October 26, 2020.
To ensure ISS benchmark voting policy changes take into consideration a broad range of perspectives, including the views of institutional investors globally and those of the broader corporate governance community, ISS gathers input each year from institutional investors, companies, and other market constituents through a variety of channels and mediums. Following the release in recent weeks of the results of its 2020 global policy survey, ISS is now making available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Feedback is invited from all interested market constituents on 17 proposed new policies. Potential proposed key policy changes include:
- Board Diversity, Race and Ethnicity (U.S.): Beginning in 2022, at companies where there are no identified racial or ethnically-diverse board members, the proposed ISS U.S. policy will be to recommend voting against the chair of the nominating committee (or other relevant directors on a case-by-case basis). Mitigating factors will be considered and the proposed coverage universe is all companies in the Russell 3000 and S&P 1500 indexes.
- Board Diversity, Gender (Canada, UK, Ireland, Continental Europe, Latin America): Changes are proposed to raise the existing minimum board gender diversity policy thresholds for companies in a number of markets on a market-specific basis, to be implemented in 2021 and 2022.
- Board Composition (Latin America, Russia, Japan): In the main Latin American markets, policy changes are proposed to increase minimum board independence thresholds. In Russia, a broad range of information on a director’s independence classification for candidates proposed by minority shareholders will be used. In Japan, there is a proposed new minimum expectation on outsider directors for companies with a statutory auditor structure and a proposed new policy applying to companies which have significant cross shareholdings.
- Director Accountability (All global policies): ISS policies globally will explicitly note that significant risk oversight failures related to environmental and social concerns may, on a case-by-case basis, trigger vote recommendations against board members.
- Director Overboarding (Continental Europe): proposal to extend the current ISS Continental European director overboarding policy thresholds to all European companies instead of just to widely-held companies as at present.
- Shareholder Litigation Rights (U.S. and Canada): ISS proposes modifications in the U.S. policy, and addition of language codifying the Canadian policy regarding management proposals to establish exclusive forums.
- Disclosure (Continental Europe): ISS is proposing to establish minimum remuneration disclosure expectations in line with new regulatory requirements across Europe.
- Capital Issuances for Investment Companies (U.K./Ireland): ISS proposes a policy change to recommend support for share issuance requests when trusts provide an explicit commitment that shares will only be issued above net asset value, in alignment with the Pre-Emption Group for investment companies in the UK and Ireland.
Access all 17 draft proposed policy changes here.
Access draft proposed policy changes in Japanese 議決権行使助言方針（ポリシー）改定に関するコメント募集
Comments received will be considered as ISS finalizes the updates to its benchmark voting policies to be applied for shareholder meetings taking place on or after Feb 1, 2021. ISS expects to announce its final 2021 benchmark policy changes during the first half of November.