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ISS Releases 2015 Benchmark Policy Updates; U.S. Policy Changes Include Adoption of Equity Plan Scorecard
[November 06, 2014]

ISS Releases 2015 Benchmark Policy Updates; U.S. Policy Changes Include Adoption of Equity Plan Scorecard


(M2 PressWIRE Via Acquire Media NewsEdge) Rockville, MD -- Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance solutions to the global financial community, today released 2015 updates to its benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific region.



To ensure its voting policies take into consideration the views of its institutional clients, as well as the perspectives of the braoder corporate governance community, ISS gathers broad input each year from institutional investors, issuers, and other market constituents worldwide through a variety of channels and mediums. The updated policies will be effective for analyses of publicly traded companies with shareholder meetings on or after Feb. 1, 2015.

"This represents the 10th year in which governance stakeholders globally have provided wide-ranging feedback through our annual policy survey, an approach we believe better informs the policy frameworks that we use to formulate our research and voting recommendations for ISS' institutional clients," said Martha Carter, ISS' Head of Global Research. "We appreciate the time and effort of hundreds of investors, issuers, corporate directors, and other market participants, who this year provided input through the survey, topical and regional roundtables, and direct engagements with ISS staff." Key benchmark policy changes in the U.S. include ISS' adoption of a "scorecard" approach to evaluating equity plans, whereby recommendations will largely be based on a combination of factors related to (1) plan cost, (2) plan features, and (3) grant practices.


Under the new Equity Plan Scorecard approach, cost will be weighted 45 percent, grant practices 35 percent, and plan features 20 percent, with roughly a dozen individual factors underlying each of these three pillars.

For the Canadian market, ISS' 2015 policy changes affect proposals to adopt or amend an advance notice bylaw or board policy and its definition of independence, whereby a former CEO will be subject to a five year cooling off period to serve on the board or any key board committee to be classified as independent.

In Europe, key 2015 policy changes will impact voting recommendations on French supervisory board members and the annual approval of reports and accounts for companies choosing to grant double-voting rights or seek general share issuance authorities (with or without preemptive rights), which could be used as a takeover defense, without shareholders' approval. These policy changes come in the wake of adoption in March of the Florange Act.

Notable Asia-Pacific benchmark policy changes for 2015 include the adoption of a new policy on director elections in Japan where top executives of companies have failed to achieve an average ROE of at least 5 percent over the previous five years. Separately, ISS will revise its policy on board composition in Japan for companies that do not have multiple outside directors, beginning in 2016. The details of this policy, including the breadth of its application, will be announced next year in advance of the market's annual meeting season.

Both changes for the market reflect extensive feedback from Japan-based institutional investors.

For additional details on these and other ISS 2015 benchmark policy updates, please visit the ISS Policy Gateway - http://cts.vresp.com/c/?ISS/3ebdb30958/c79c42497c/fd37e49da0 .

To aid market participants in understanding the nature and scope of the 2015 policy updates as well as other developments shaping the governance landscape, please join ISS staff on November 20 at 4:00p.m. GMT (11:00a.m. EST, 8:00a.m. PST) for a one hour informational webcast. To register, click here - http://cts.vresp.com/c/?ISS/3ebdb30958/c79c42497c/b2ca354f81/t=a&d=641444841 using passcode "2015." About ISS ISS, founded in 1985 as Institutional Shareholder Services Inc., is the world's leading provider of proxy advisory and corporate governance solutions to financial market participants. ISS' services include objective proxy research and analysis, end-to-end proxy voting and distribution solutions, turnkey securities class-action claims management, and reliable governance data and modeling tools.

Clients rely on ISS' expertise to help them make informed corporate governance decisions. For more information, please visit www.issgovernance.com - http://cts.vresp.com/c/?ISS/3ebdb30958/c79c42497c/fac8d58d7b .

Media Contacts: Nancy Adler, Head of Global Marketing & Communications 212-804-5270 [email protected] .

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