ROCKVILLE, Md. (November 18, 2024) — ISS Governance, a leading global provider of independent and objective shareholder meeting research and vote recommendations and a unit of ISS STOXX, today announced the launch of its open comment period on proposed changes to its ISS Benchmark voting policies for 2025. The open comment period elicits feedback from investors, companies, and other market participants globally on the proposed ISS Benchmark policy changes for 2025 and beyond, and will run through 5 p.m. ET on December 2, 2024.
To ensure changes to the ISS Benchmark voting policies take into consideration a broad range of perspectives, ISS Governance gathers input each year from institutional investors, companies, and other market constituents through a variety of channels and mediums. Following the recent release of the results of our 2024 ISS Global Benchmark Policy Survey, we now make available for public comment a number of proposed changes to ISS Benchmark voting policies for 2025. Feedback is invited from all interested parties on 23 proposed policy changes (plus one further topic related to ongoing considerations regarding US executive compensation), including on the following topics specific to certain markets/regions:
- Canada policy update regarding using the compensation of a non-CEO named executive officer (NEO), for the ISS pay-for-performance evaluation, under exceptional circumstances and when the compensation paid to such NEO is regularly significantly higher than that of the CEO of the company.
- U.S. policy update regarding poison pills, to increase transparency of factors considered during the case-by-case evaluation of whether a board’s actions in adopting a short-term poison pill were reasonable.
- U.S. policy update regarding extension proposals presented by Special Purpose Acquisition Corporations.
- Continental Europe policy update regarding virtual-only meetings for all Continental European markets.
- Continental European policy update regarding the introduction of European Union recommendations on auditor rotation.
- Policy update for France regarding share issuance requests and recommended maximum potential discount, in light of recent changes in French regulation.
- For the U.K. and Ireland, policy updates regarding remuneration following the recently updated Principles of Remuneration of the Investment Association (IA).
- Update to the U.K. and Ireland policy to adjust references to share dilution limits, acknowledging the updated IA Principles of Remuneration, and providing transparency on expectations regarding good market practice.
- Updates to the U.K. and Ireland remuneration policy applicable to smaller companies, to reflect the revised QCA Corporate Governance Code, particularly the recommendation that remuneration reports and remuneration reports be presented for regular shareholder approval.
- Update for Japan policy to include director tenure, specifically a maximum 12-year tenure, as part of the considerations when assessing the independence classification of directors.
- A number of policy updates relating to Latin America, India, Indonesia, Malaysia and Thailand
Included for comment is a section on U.S. executive compensation related to the use of performance-based equity awards compared with time-based equity awards. This includes details of planned changes in approach for 2025 under the current ISS Benchmark policy, and considerations of potential future policy changes. Although not included as a proposed policy change for 2025, this section invites comments and feedback on the topic.
Access the full proposed policy changes document for comment here.
Comments received will be considered as ISS Governance finalizes updates to its 2025 Benchmark voting policies, the nature and scope of which will be announced in December and generally applicable for shareholder meetings taking place on or after Feb. 1, 2025.
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About ISS Governance
Founded in 1985 as Institutional Shareholder Services (ISS) Inc., ISS Governance is a leading global provider of independent and objective shareholder meeting research and recommendations, providing multiple voting policy choices as well as end-to-end workflow solutions for institutional investors. More than 1,600 clients worldwide utilize ISS Governance’s actionable expertise to help them make informed investment stewardship decisions, and to help them manage their voting responsibilities. Covering over 50,000 meetings annually, ISS Governance leverages its extensive global footprint, deep experience, high quality data and analysis, unified client support, and technology infrastructure to continuously evolve and extend its innovative suite of solutions to meet clients’ evolving portfolio, fiduciary, and stewardship requirements. Learn more at: https://www.issgovernance.com/solutions/proxy-voting-services/
About ISS STOXX
ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,400 professionals operating across 33 global locations in 19 countries. Its approximately 6,400 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.
Media Contact:
Izabella Nagy
Communications Analyst
press@iss-stoxx.com
ISS Governance Launches Open Comment Period for Proposed 2025 Benchmark Voting Policy Changes
ROCKVILLE, Md. (November 18, 2024) — ISS Governance, a leading global provider of independent and objective shareholder meeting research and vote recommendations and a unit of ISS STOXX, today announced the launch of its open comment period on proposed changes to its ISS Benchmark voting policies for 2025. The open comment period elicits feedback from investors, companies, and other market participants globally on the proposed ISS Benchmark policy changes for 2025 and beyond, and will run through 5 p.m. ET on December 2, 2024.
To ensure changes to the ISS Benchmark voting policies take into consideration a broad range of perspectives, ISS Governance gathers input each year from institutional investors, companies, and other market constituents through a variety of channels and mediums. Following the recent release of the results of our 2024 ISS Global Benchmark Policy Survey, we now make available for public comment a number of proposed changes to ISS Benchmark voting policies for 2025. Feedback is invited from all interested parties on 23 proposed policy changes (plus one further topic related to ongoing considerations regarding US executive compensation), including on the following topics specific to certain markets/regions:
Included for comment is a section on U.S. executive compensation related to the use of performance-based equity awards compared with time-based equity awards. This includes details of planned changes in approach for 2025 under the current ISS Benchmark policy, and considerations of potential future policy changes. Although not included as a proposed policy change for 2025, this section invites comments and feedback on the topic.
Access the full proposed policy changes document for comment here.
Comments received will be considered as ISS Governance finalizes updates to its 2025 Benchmark voting policies, the nature and scope of which will be announced in December and generally applicable for shareholder meetings taking place on or after Feb. 1, 2025.
###
About ISS Governance
Founded in 1985 as Institutional Shareholder Services (ISS) Inc., ISS Governance is a leading global provider of independent and objective shareholder meeting research and recommendations, providing multiple voting policy choices as well as end-to-end workflow solutions for institutional investors. More than 1,600 clients worldwide utilize ISS Governance’s actionable expertise to help them make informed investment stewardship decisions, and to help them manage their voting responsibilities. Covering over 50,000 meetings annually, ISS Governance leverages its extensive global footprint, deep experience, high quality data and analysis, unified client support, and technology infrastructure to continuously evolve and extend its innovative suite of solutions to meet clients’ evolving portfolio, fiduciary, and stewardship requirements. Learn more at: https://www.issgovernance.com/solutions/proxy-voting-services/
About ISS STOXX
ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,400 professionals operating across 33 global locations in 19 countries. Its approximately 6,400 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.
Media Contact:
Izabella Nagy
Communications Analyst
press@iss-stoxx.com
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