TheCorporateCounsel.net

Last week, ISS announced that it is seeking comments on its proposed voting policy changes for 2022. The comment period runs through November 16. As usual, ISS seeks input from all interested parties.

ISS solicits comment on 16 proposed voting policy changes across all markets, including the following key changes in the U.S.:

• Gender Diversity – ISS proposes to extend its board gender diversity policy to companies that are not in the Russell 3000 and S&P1500 indices, effective for meetings on or after February 1, 2023.
• Unequal Voting Rights – When ISS implemented its original unequal voting rights policy back in 2015, the attention was on addressing concerns with newly-public companies that adopted unequal voting rights without a sunset mechanism. As a result, companies with an unequal voting rights structure whose first shareholder meeting was prior to 2015 were exempted from the voting rights policy. ISS now proposes to remove the differential policy application that arose from that exemption and, after a grace period in 2022, begin in 2023 to recommend against responsible directors at all U.S. companies with unequal voting rights.
• Climate – For the highest GHG emitting companies, ISS proposes a new climate-related board accountability policy. ISS proposes to recommend against the re-election of directors or any other appropriate items at companies that have not made appropriate climate-related disclosures, such as according to the TCFD framework, or that have not set quantitative GHG reduction targets.
• Say-on-Climate – ISS proposes to codify the case-by-case analysis frameworks for management and shareholder say-on-climate proposals.

We can expect ISS to publish updated voting policies applicable for shareholder meetings occurring on or after February 1, 2022 in the coming weeks.

– Dave Lynn