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Yesterday, ISS STOXX Governance announced the results of its annual global benchmark policy survey. As Meredith blogged back in July, this year’s survey had a number of governance-related questions – including on director slate elections, director tenure, post-IPO governance provisions, and semi-annual reporting. The survey is part of ISS’s annual policy development process exploring potential voting policy changes for 2027 and beyond.

ISS STOXX Governance received a total of 253 responses, of which 141 were from institutional investors and investor-affiliated organizations, and 112 from companies, corporate-affiliated organizations, and other non-investor respondents. Here are key takeaways for US governance topics:

– Tenure impact on director independence: 64 percent of investor respondents said long director tenure should be considered a factor in assessing a director’s independence, while 74 percent of non-investor respondents said tenure, regardless of length, should not be a factor and that a board’s determination of independence is generally sufficient.

– Semiannual reporting: Investor and non-investor respondents expressed notably different views. Approximately half (50 percent) of investor respondents said a move to semiannual financial reporting would be a negative change and that less frequent reporting may heighten volatility and tilt the playing field away from public investors and toward, for example, those with access to non-public information or sophisticated data analysis capabilities, and a further 13 percent said semiannual reporting makes sense for many smaller, pre-revenue or start-up companies, but not for larger, more mature companies. By contrast, 54 percent of non-investor respondents said semiannual reporting would not be a concern and that boards should be trusted to balance the relevant considerations and make the right decision for the company, with a further 19 percent saying it would be a positive change.

– Re-incorporations and changes to corporate laws of location: Approximately 44 percent of investors and 48 percent of non-investors said that all significant changes should be taken into account in any assessment, including both the benefits identified by the company and any positive or negative changes to shareholder rights. Approximately 30 percent of investors responded that changes which weaken shareholders’ ability to hold company insiders accountable should generally be given greater weight than benefits in other areas, and a further 19 percent supported giving changes to shareholder rights greater weight than other factors. By contrast, 26 percent of non-investor respondents favored giving relatively greater weight to significant benefits identified by the company than to changes in shareholder rights.

– “Problematic” governance provisions: Under current ISS policies, certain practices, such as multi-class share structures, supermajority voting requirements, and restrictions on shareholder rights, can result in adverse voting recommendations – and those adverse recommendations generally continue for as long as the provisions remain in place, unless the provisions have been approved or ratified by shareholders or the company has measures to phase out the provisions. The majority of investor respondents supported maintaining this approach, with approximately 76 percent stating that adverse vote recommendations should continue to be issued for as long as the governance provisions identified as problematic remain in place. Non-investor respondents expressed different views, with approximately one-third supporting adverse vote recommendations only for the first director elections following the adoption of such provisions, while 29 percent selected “it depends” and 22 percent that such provisions are not problematic.

When asked about the application of negative vote recommendations under ISS U.S. Benchmark Policy, investor respondents most commonly favored an escalating approach whereby recommendations would initially apply to the chair of the committee responsible for governance oversight and, when warranted, expand to all committee members based on factors such as the nature, duration, severity, or number of governance concerns.

– Board slate elections: Investor respondents generally favored a market-specific approach, with 40 percent supporting the view that slate elections should be considered problematic only in markets where they are not the prevalent practice. However, 32 percent of investor respondents considered slate elections a governance concern regardless of local market practices. Non-investor respondents were evenly divided between a market-specific approach and the view that slate elections alone should not justify opposition to directors, with each option selected by approximately 40 percent of non-investor respondents.

The survey also asked for views on compensation matters and on climate and nature-related disclosures, with these results:

– Board responsiveness to executive pay concerns: The survey asked this question in light of the May 2026 SEC “filer status” proposal that, among other changes, would significantly expand the number of U.S. companies exempt from existing say-on-pay voting requirements. Fifty percent of investor respondents said that where pay concerns and a say-on-pay vote is not on the ballot, they would support in the first year opposing the election of the chair of the compensation committee, and a further 41 percent of investor respondents supported opposing all incumbent compensation committee members. Among non-investor respondents, 54 percent of non-investor respondents said opposition of compensation committee members would not be appropriate under such circumstances. See Meredith’s CompensationStandards.com blog today for more color on this question and other compensation topics.

– Reduced climate disclosures due to less stringent disclosure requirements: 43 percent of investors said that directors should be considered accountable for reduced transparency even where the company may be in regulatory compliance. By contrast, 85 percent of non-investor respondents responded that directors should not be considered accountable provided the company continues to meet applicable regulatory requirements. Twenty-four percent of investor respondents selected the same response.

– Reduced climate disclosures driven by legal and/or financial risks identified by the company: 43 percent of investors said that directors should not be considered accountable for reduced transparency provided the company discloses the reasonable steps it is taking to continue to assess the risks and its expectations of resuming at least previous disclosure levels in the future. Other Investor responses were otherwise relatively divided, with 24 percent responding that directors should be considered accountable and 22 percent that directors should not be considered accountable because companies are best positioned to assess disclosure-related risks. Non-investor respondents expressed a clearer preference for this last answer, with 75 percent selecting this option.

– Nature-related risk disclosures: The survey also sought views globally on evolving expectations around nature-related risk disclosures. When asked whether companies with significant exposure to nature-related risks should disclose information using a recognized framework, 68 percent of investor respondents said yes, while half of non-investor respondents said such disclosure should be left to the discretion of individual companies.

We’ll be discussing the proxy advisor landscape and expectations for 2027 next week at our “Proxy Disclosure & 23rd Annual Executive Compensation Conferences.” Among other informative sessions on our agenda, we will hear from Hannah Fasbender of Glass Lewis and Kevan Marvasti of ISS on Tuesday, October 13th. You can still register. Sign up online, email info@ccrcorp.com or call our team at 800-737-1271 today.

– Liz Dunshee