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Welcome to EQUITY ISSUES, a short note on a relevant issue in the private equity and venture capital industry.

If you would like to discuss any of the points we raise below, please contact me or one of our other lawyers.


Claire Cummings

020 7585 1406


ISS launches annual global policy survey

Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance and responsible investment solutions to financial market participants, recently launched its Annual Policy Survey, a key component of ISS’ annual global policy development process, looking at potential changes for 2019. Institutional investors, companies, corporate directors and other market constituents are all invited to respond to the survey.

As in 2017, this year’s survey is being conducted in two parts, starting with a high-level ISS Governance Principles Survey covering a small number of global high-profile governance topics. Topics cover auditors and audit committees, director accountability, board gender diversity and the “one-share, one-vote” principle. This part of the survey will close on August 24, 2018, at 5pm ET.

The second part of the survey is the ISS Policy Application Survey, a more expansive and detailed set of questions, broken down by region. This can be accessed at the end of the primary Governance Principles Survey, allowing respondents to drill down into many specific voting issues across the Americas, EMEA, and Asia-Pacific. This more in-depth application survey will remain open for responses until September 21, 2018, at 5pm ET.

One question relates to the UK specifically, in relation to the chair's responsibility in contentious executive pay situations. ISS notes that there have been recent examples of relatively high dissenting shareholder votes against chairs in such situations, often accompanied by high dissenting votes against remuneration committee members. In some cases, the chair was not a member of the remuneration committee. ISS asks for views as to:

  • The extent to which the chair of a board should be held accountable for a company's remuneration decisions.

  • Whether it may ever be appropriate to withhold support from a chair's re-election in response to a contentious pay situation when the chair is not a member of the remuneration committee.

In addition to the two-part annual survey, ISS conducts a variety of regionally-based, topic-specific roundtables and conference calls to gather broad input from investors, company executives, directors and others that will also factor into the update and development of ISS’ benchmark policy guidelines for 2019 and beyond. After analysis and consideration of the survey responses and the many other inputs, ISS will, as in prior years, open a public comment period for all interested market participants on the final proposed changes to its policies for 2019. The open comment period is designed to elicit objective, specific feedback from investors, companies and other market constituents on the practical implementation of proposed policy updates, before the final policy changes are published later in the year.

This year’s ISS Governance Principles Survey, which includes links to the ISS Policy Application Surveys can be accessed via the following website:

This document is for general guidance only. It does not contain definitive advice.


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25 05 2019

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