ISS US research procedures.

Engagement with ISS US research analysts.

Company review of draft ISS proxy analyses.

ISS proxy voting guidelines.

Specific issues relating to:

Restricting binding shareholder proposals.

Unilateral bylaws/charter amendments.

Majority-supported shareholder proposals.

Director attendance and overboarded directors.

The rationale for ISS's policy to generally vote against or withhold from members of the governance committee if the company's charter imposes undue restrictions on shareholders' ability to amend the bylaws.

That the policy does not apply to:

That substituting a supermajority vote requirement in lieu of the prohibition will be viewed as an insufficient restoration of a fundamental right. Similarly, any holding level or time requirements for shareholders submitting bylaw amendments that are in excess of Rule 14a-8 under the Exchange Act will be viewed as an insufficient restoration of shareholders' rights.

That ISS will generally not view commitments as sufficient to mitigate concerns about undue restrictions. However, it will evaluate each company on a case-by-case basis based on factors such as:

Disclosure is only needed if a director attended less than 75% of the aggregate of his or her board and committee meetings. While many companies include in their proxies an affirmative statement that all directors met the threshold, it is not required. The FAQ states that this affirmative disclosure is particularly helpful when a company provides additional details on attendance, but that it is unclear if this disclosure is in addition to, or in lieu of, the required disclosure.

If the total of all of a director's meetings was three or fewer and the director misses one of the meetings, ISS will make an exception even though the attendance is below the 75% reporting threshold. This exception only applies when the aggregate of all the director's board and committee meetings is three or fewer. It does not apply when there were only three board meetings, or only three committee meetings, and the total of the director's board and committee meetings is four or more.

For newly appointed directors only, if it is disclosed that the director missed his or her meetings due to schedule conflicts, that is considered an acceptable reason. In addition, the valid excuse of missing only one meeting if the total of all the meetings is three or fewer most often applies to new directors appointed late in the fiscal year when there are only a few meetings left to attend.

Attendance disclosure should be based on the period during which the director served. If that period was not for a full fiscal year, the disclosure should not be based on the full year. For example, the following is not proper disclosure: "All directors attended 75% of their board and committee meetings during the fiscal year, except for Director X, who joined the board in September."

If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75% of the aggregate of his or her board and committee meetings, ISS will recommend a vote against or withhold from the director in question. Examples of deviations from the required disclosure include:

When determining whether a director is overboarded, ISS includes public companies (using S&P Capital IQ company type) and mutual fund families in its assessment. ISS does not include non-profit organizations, universities, advisory boards, or private companies. In addition, if service on another board is a required duty of an officer, that board will not be counted.