2024 Latin America Season Review

Below are key takeaways from ISS’ recently released 2024 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.

• Meeting Concentration: 66 percent of all shareholder meetings held by publicly-traded companies covered by ISS in Brazil and 53 percent of such companies covered in Mexico held their shareholder meetings in the last four business days of the month of April, deepening concerns regarding meeting concentration in the region.
• Low board independence: Majority-independent boards remain the exception in the Latin America region. The average board independence level of the companies in the region covered by ISS with board elections in 2024 varied between approximately 41 percent (Brazil) and 24 percent (Chile).
• Gender diversity: Board gender diversity remains low in Latin American companies. In the 2024 proxy season, approximately 25 percent of the ISS-covered companies that held board elections continued to present all-male boards for shareholder approval.
• NED Pay (board chair remuneration) in Brazil: Fifteen Brazilian companies covered by ISS reported higher NED pay compared to their CEO pay for fiscal year 2023, with 80 percent of such companies having a controlling shareholder and/or a founder serving as board chair, raising material concerns regarding potential problematic pay practices. 
• Binding say-on-pay proposals in Brazil: Overall, a lack of transparency regarding key remuneration figures remains the key factor preventing institutional shareholders from making informed voting decisions regarding annual binding say-on-pay proposals in Brazil. 

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