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Institutional Shareholder Services Issues New and Updated FAQs
Practical Law Legal Update 6-523-3398 (Approx. 4 pages)
Institutional Shareholder Services Issues New and Updated FAQs
by PLC Corporate & Securities and PLC Employee Benefits & Executive Compensation
| Published on 27 Dec 2012 • USA (National/Federal) |
Institutional Shareholder Services (ISS) issued new and updated FAQs on its 2013 US proxy voting policies and procedures. The FAQs address compensation and non-compensation related issues.
On December 20, 2012, Institutional Shareholder Services (ISS) issued new and updated FAQs on its 2013 US proxy voting policies and procedures. They address:
The US compensation policy FAQs cover:
- General executive pay questions.
- Financial data: total shareholder return and revenue.
- Management say on pay evaluation.
- Pay for performance evaluation.
- Problematic pay practices.
- Frequency of advisory vote on executive compensation.
- Advisory vote on golden parachutes.
- Equity-related questions.
Notably, the FAQs describe how ISS calculates "realizable pay" for large cap companies.
The non-compensation FAQs cover:
- ISS US research procedures.
- Engagement with ISS US research analysts.
- Company review of draft proxy analyses.
- ISS proxy voting guidelines.
- Questions relating to the board of directors.
- Questions relating to shareholder rights and defenses.
- Questions related to capital restructuring.
For more information on 2013 updates to ISS proxy voting guidelines, see Legal Update, Institutional Shareholder Services Releases 2013 Updates to its Proxy Voting Guidelines.
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