ISS recently launched two surveys - the Governance Principles Survey and the Policy Application Survey - soliciting market feedback for its 2018 policy updates. Per ISS Corporate Solutions, “The on-line policy survey is designed to gather feedback from a wide range of stakeholders to give ISS guidance on where to set policy in areas that are emerging or unclear. Results of the policy survey will underpin ISS’ 2018 benchmark voting policy…”
ISS is seeking feedback on several issues, including one related to the “Pay Ratio Between Senior Executives and Employees” and another related to “Non-Employee Director Pay.”
The Pay Ratio is subject to inquiry under the Governance Principles Survey, where ISS is asking companies (1) how they plan to analyze data on pay ratios and (2) what is the company’s view on how shareholders should use the disclosed pay ratio data. Non-employee director compensation is covered under the Policy Application Survey, where ISS is asking companies what factors should be considered to identify governance concerns in non-employee director pay (e.g., pay magnitude, problematic pay structures, and when ISS should provide an against recommendation).
The ISS Governance Principles Survey will be open until August 31st at 5 P.M. Eastern. For those interested in providing input, you can access the survey by clicking here. The ISS Policy Application Survey is a supplement to the Principles Survey and will be open until October 6th at 5 P.M. Eastern. We expect ISS to release its 2018 policy updates in November, which would be consistent with historical practice.
Special thanks to David Yang for contributing to this blog entry.
Samantha Nussbaum has consulted on behalf of public and private companies, compensation committees, and senior management on all aspects of executive compensation. Samantha’s consulting and legal background includes advising on executive compensation in the context of mergers and acquisitions, spin-offs, and initial public offerings; executive employment, severance, and change in control agreements; equity incentive plans; deferred compensation; and securities laws, including reporting and disclosure implications.
David Yang has advised numerous public and privately-held companies on all aspects of executive and board compensation. His experience covers a wide range of industries, including healthcare, financial services, retail, consumer products, transportation, and technology among others. He is a frequent speaker on executive compensation topics and a regular author of the firm’s alert letters.