On October 27, 2016, Institutional Shareholder Services (ISS) released draft 2017 voting policies on select topics for public comment. Among other revisions, ISS is seeking feedback from companies, institutional investors, and other interested parties on proposed changes to its US policies on:

ISS is accepting comments on the proposals until 6:00 p.m. EST on November 10, 2016. The draft policies include specific requests for comments and instructions on how to submit comments.

ISS expects to release final 2017 policies during the second half of November to be applied for shareholder meetings on or after February 1, 2017.

ISS proposed to update its policy on unilateral board actions to recommend voting against directors when a company completes its IPO with a multi-class capital structure in which the classes do not have identical voting rights. However, ISS will consider the inclusion of a reasonable sunset provision on the adverse capital structure or governance provisions. In addition, ISS will no longer consider a company's putting the provision to a shareholder vote as an evaluation factor when issuing its voting recommendation.

ISS proposed to recommend voting against or withhold for members of the governance committee if the company's charter or articles of incorporation impose undue restrictions on shareholders' ability to amend the company's by-laws. These restrictions might include:

For US-listed, non-US incorporated companies, ISS proposed to recommend in favor of general share issuance authorities for up to 20% of currently issued capital, as long as the duration of the authority is clearly disclosed and reasonable.

ISS proposed changes to its policy on executive pay assessments for foreign incorporated companies that have a majority of shareholders in the US, meet other criteria as determined by the SEC, and are subject to the same disclosure and listing standards as companies incorporated in the US (US Domestic Issuers). US Domestic Issuers with multiple compensation proposals on ballot pertaining to the same pay program would be assessed on a case-by-case basis using the following principles:

However, if there is a compensation proposal under which there is no applicable US policy, then the policy of the country that requires it to be on the ballot would apply.