October 4, 2018

Dave & Marty’s Grand Puppet Show!

For our “15th Annual Proxy Disclosure/Executive Compensation Conference,” Morrison & Foerster’s Dave Lynn & Marty Dunn recently reprised their popular puppet show – so popular that we decided to make it freely available. Check out this 8-minute video to learn something while laughing…

Group of Investors Files “ESG Disclosure” Rulemaking Petition

Recently, as noted in this press release, a group of investors, state treasurers, public pension funds & unions – representing more than $5 trillion in assets under management – and securities law experts and foundations filed this rulemaking petition with the SEC seeking a standard set of rules requiring companies to disclose environmental, social and governance (ESG) risks.

There were many signatories to this petition. Does that matter? Personally, I don’t think so. Unless they happen to align with the SEC Chair’s rulemaking agenda anyway, rulemaking petitions rarely are acted upon. Remember the rulemaking petition about political contribution disclosures that received over 1 million signatures in support that has gone nowhere…

ISS’ 7 New FAQs on GICS

Last week, ISS issued seven FAQs for its Global Industry Classification Standard (GICS) system. Here’s more from this Steve Quinlivan blog:

Certain ISS policies, procedures, and products rely on GICS classifications, including executive compensation peer group formation, equity compensation plan evaluation, and Environmental & Social QualityScore. ISS has issued FAQs designed to answer the most frequently asked questions regarding how the adjustment to GICS structure will impact ISS analyses, and when those changes will be effective.

The FAQs address the following questions:

– How will the new GICS code affect the evaluation of equity compensation plans under ISS’ U.S. Equity Plan Scorecard?
– How will the new GICS code affect the evaluation of equity plans under ISS’ burn rate policy for France?
– How will the new GICS code affect the evaluation of executive compensation?
– How will the new GICS code affect the evaluation of director compensation?
– How will the new GICS code affect Environmental & Social QualityScore?
– How will the new GICS code affect ISS policies, such as the director performance evaluation policy, that examine a company’s TSR performance relative to its industry?
– When will Question 130 in Governance QualityScore, which examines each covered company’s burn rate relative to its industry, be updated to reflect the new GICS structure?

Broc Romanek