Below are key takeaways from ISS’ recently released 2022 Latin America Proxy Season Review. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Governance Exchange and its Report Center tab and to corporate subscribers by logging into Governance Analytics then selecting the Governance Exchange and the Report Center tab.
- Cumulative Voting: The use of cumulative voting for director elections in Brazil almost doubled on a year-over-year basis, from seven in 2021 to 13 cumulative voting elections taking place in the 2022 season among the companies with board elections covered by ISS in the market. The increase signals an active proxy season for minority shareholders.
- Fiscal Council Installations: Approval of fiscal council installations increased by 9.7 percent year-over-year among the universe of companies covered by ISS in Brazil, as minority shareholders continue to seek greater representation in Brazilian companies through the election of representative(s) to the fiscal council.
- Gender Diversity: Board gender diversity remained low in Latin America in 2022, with over 28% of companies covered that held board election in 2022 having no female board directors.
- Ongoing governance concerns: High meeting concentration, lack of timely disclosure of director nominees in the Spanish speaking markets in the region, and poor disclosure of compensation practices of Brazilian companies remain as ongoing concerns in Latin America.
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By: Ana Luiza Farias, John Reidy, Rica David, Diana de Leon, and Renata Schmitt