Yesterday, ISS announced updates to its policies for next year. Like Glass Lewis a month ago, ISS is also—shall we say “unfriendly”— to boards of companies that submit to shareholders a charter or bylaw ratification proposal while excluding, as permitted under SEC rules and staff no-action positions, a conflicting shareholder proposal. Below are some of the highlights of the ISS updates:
ISS has posted the results of its most recent Governance Principles Survey, which can sometimes guide future ISS policies. The key areas of focus were auditors and audit committees, director accountability and track records, board gender diversity and the principle of one-share one-vote.
Here’s some news (thanks to compensationstandards.com and Compensia): the structure of the GICS code is changing. “Who cares?” you say. Yep, that’s what I said when I first heard about these changes. (Well, that’s what I said once I figured out that the “Global Industry Classification Standard” (GICS) code is not the same thing as the “Standard Industrial Classification” (SIC) code, a four-digit classification system developed in the 1930s that the SEC uses to classify companies; the SEC requires each company to identify its primary SIC code on the facing page of registration statements. No, SIC codes are not changing.) However, it turns out that the GICS code, a 10-digit classification system developed by MSCI and S&P for use by the global financial community, is employed not only for creating financial indices, but is also critical to the development by proxy advisor ISS of its compensation peer groups and other compensation-related analyses. So, GICS codes matter: for those companies affected, the structural changes could have a significant impact on assessments by ISS of their executive compensation programs. The changes will be effective on September 28, 2018.
by Cydney Posner If you haven’t already, please check out our recent Cooley Alert, ISS and Glass Lewis Update 2017 Proxy Voting Policies. It’s a great way to start the new year and a lot more fun than a diet!
by Cydney Posner According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure among S&P 500 companies, with 51% of companies combined the roles […]