corporate governance Articles

ISS Adds Climate Scorecard to Proxy Reports, Recognizing the Rise of Sustainable Investing

 A new rating has been added to ISS’ proxy reports that’s focused on climate awareness. In this article, we highlight key components of the scorecard and its impact for issuers. 

ISS Releases Draft Policy Updates for 2020; Executive Compensation is Notably Absent

ISS is proposing changes to its U.S. policies on problematic governance structures, independent board chair proposals and share buybacks. Here’s a summary of potential implications for U.S.-listed companies.

How U.K. Companies are Calculating the CEO Pay Ratio in First Year of Disclosure

The CEO pay ratio rule in the U.K. allows companies to choose from three different methodologies. While we see a favoured approach so far, there are technical considerations to make when selecting the right one. Read our article for the latest disclosure trends and tips for complying with the new rule.

As Pay Ratio Enters Its Third Year, Here’s What We Know So Far

To date, no company has won or lost vote support as a result of their pay ratio disclosures. With proxy advisory firms remaining silent on this issue so far, we don’t expect that to change.

Preparing for the 2020 Proxy Season and a Lookback at 2019 Say-on-Pay Voting in the U.S.

In this article, we examine say-on-pay voting results and trends by industry as well as provide advice on steps to take to prepare for the 2020 proxy season. 

SEC Issues Interpretive Guidance on Proxy Advisory Firms

AThe SEC recently published two sets of interpretive guidance dealing with proxy advisory firms and their use by investment advisers. The guidance addresses the voting responsibilities of investment advisers and provides clarity to the SEC’s interpretation of the proxy solicitation rules as they relate to the voting guidance provided by proxy advisory firms.

Take Your Compensation Disclosure to the Next Level by Reporting Realizable Pay

More companies are disclosing realizable pay in their proxies, which can be a strategic advantage for helping investors and proxy advisors better understand your pay programs. In this article, we explain how to effectively tell your compensation story through this supplemental disclosure. 

ISS Survey Hints at Changes to Board Composition and Climate Risk Oversight

ISS took the first step in its annual policy update process when the firm sent its policy survey to clients this month. Companies and investors have until August 9 to submit feedback. Questions touch on board diversity and overboarding, climate risk and pay-for-performance metrics. 

Broad Corporate Governance Changes Proposed in Canada

The federal government of Canada introduced Bill C-97, which proposed several important amendments to the Canada Business Corporations Act (CBCA).

Glass Lewis Updates Proxy Reports to Reflect Sustainability Metrics and Corporate Meetings

Glass Lewis made notable updates to its 2019 proxy season reports, including analyzing how new sustainability standards impact issuers and disclosing whether it has met with a company.

Investors See Expanded Role for Boards of Directors in Overseeing Corporate Culture

As part of their annual shareholder engagement, State Street and BlackRock are urging boards to do more in overseeing corporate culture; this vision would greatly expand the traditional role of boards and continue to elevate ESG issues.

How the SEC’s Hedging Disclosure Rule Will Impact Public Companies

The SEC finalized a long-awaited hedging rule from the Dodd-Frank Act in December 2018. The rule requires disclosure of companies’ anti-hedging policies for all employees. We explain how companies need to comply.

ISS Policy Changes May Make It Harder for Some Companies to Obtain Equity Share Approval

ISS has clarified how it will implement changes to its Equity Plan Scorecard and released updated burn rate tables. The changes could make it harder for some companies to win approval for new shares or receive approval for as many shares as in the past.

What Public Companies Should Know About New Standards for ESG Disclosure

A significant number of investment managers have pledged support for new industry-specific environmental, social and governance reporting standards for public companies that were recently published by the Sustainability Accounting Standards Board. At a minimum, a company should be conversant in the SASB standards for its industry and assess to what extent it believes the standards are relevant to the company.

What We Learned from CEO Pay Ratio Exemptions

The CEO pay ratio rule allows three types of employee exemptions from calculating the pay of the median employee. With the first year of disclosures mostly behind us, we take a close look at how these exemptions were used and whether they proved beneficial for companies.

ISS, Glass Lewis Issue 2019 Policy Updates with Focus on Pay-for-Performance and Diversity

ISS' newly released draft policy updates for 2019 would swap GAAP metrics for EVA and adopt a voting standard around board diversity. Glass Lewis’ final policies are extensive in both compensation and corporate governance topics. We explain what the updates entail. 

SEC Takes Closer Look at Conflicts of Interest at Proxy Advisory Firms

The SEC has ramped up its scrutiny of proxy advisory firms when, earlier this month, the agency made the unusual decision to rescind the findings from two No Action Letters that were issued by SEC staff in 2004. The letters asserted that investment advisers could rely on proxy advisory firms’ maintenance of policies and procedures to alleviate potential conflicts of interest. We explain the potential implications of the latest action for the corporate governance community.
 

What to Consider When Calculating Your CEO Pay Ratio in Year 2

Deciding whether to re-identify your median employee is a key question going into the second year of CEO pay ratio disclosures. We explain when the SEC requires companies to re-identify the median employee and the circumstances under which it’s not required but a good idea.

ISS Policy Survey Hints at Changes to Pay-For-Performance, Director Pay and More

From gender diversity on boards to quantitative pay-for-performance screens and “excessive” director pay, ISS is considering 10 potential policy changes for 2019. We explain what each policy up for consideration entails and how likely it is to be changed.  
 

Lessons from the 2018 Proxy Season for Say-on-Pay and Equity Plan Votes

The 2018 proxy season saw a drop in proxy advisor and shareholder support for Say-on-Pay and an increase in non-proxy advisor compliant equity share plans. We explain the factors behind proxy season trends and what those involved in executive compensation can do to prepare in the off season.

SEC Enforcement Action on Perks Disclosure Reminds Issuers to Be Mindful of the Standard

The SEC’s recent enforcement action against a large, US-based company for failure to properly disclosed executive perquisites is a good reminder to all issuers of the circumstances under which detailed disclosure is required.
 

New Delaware Supreme Court Decision Could Recalibrate How Directors Approach Their Pay

A new court ruling could make it harder for companies to dismiss lawsuits alleging excessive director pay. In our client alert, we explain the case and provide guidance for avoiding potential litigation down the road.

House Pursues Regulation of Proxy Advisory Firms (Again)

A new bill aimed at regulating proxy advisory firms like ISS and Glass Lewis recently passed the US House of Representatives’ Financial Services Committee with bipartisan support, and is expected to pass the full House shortly before the New Year. While the fate of the bill in the US Senate is less certain, the bill resurrects a long running discussion on whether proxy advisory firms should be subject to more regulation. Our client alert highlights key takeaways from the bill.

Glass Lewis Announces its 2018 Policies on CEO Pay Ratios, Say-on-Pay Votes and More

Glass Lewis & Co. recently released its 2018 policy updates, which include clarification on its approach to CEO pay ratio disclosures and a material change to the threshold at which additional scrutiny will be placed on Say-on-Pay results.

New FAQs from ISS Clarify Upcoming Compensation Policy Changes for 2018

New FAQs from ISS shed light on how the proxy advisory firm plans to implement changes to its CEO pay-for-performance analyses and apply its new Equity Plan Scorecard methodology for the 2018 proxy season.

ISS Policy Changes for 2018 Put More Scrutiny on CEO Pay-for-Performance and Director Pay

New ISS policy updates for 2018 add another layer of review to CEO pay-for-performance analyses, put more scrutiny on director pay and address disclosures related to gender pay equity, among many other changes. Read our alert for full details on upcoming policy changes.

The Story of How We Helped One Client Put Their CEO Pay Ratio into the Right Context

A recent engagement with one of our medical devices clients highlights the importance of putting your CEO pay ratio into the right context against the right set of peers. Read our latest case study to learn more about how your company can tell its CEO pay ratio story in 2018.

New SEC Guidance Will Make Calculating Your CEO Pay Ratio Easier, But Don’t Relax Yet

After months and months of waiting, the SEC finally published updated guidance on complying with its CEO pay ratio rules. Specifically, the staff provided clarification on reasonable flexibility with respect to statistical sampling, identifying contractors and making reasonable estimates in calculating elements of the median employee’s compensation. Our latest client alert covers all the details you need to know.

ISS Survey Hints at Potential Changes to Options in Board Pay, Gender Pay Proposals and More

ISS’ new Global Policy Survey suggests many issues important to our clients are front and center for ISS. These include one share/one vote, use of options as a meaningful component of director compensation, how CEO pay ratios should be used by investors, gender diversity on boards and gender pay gaps among employees. We summarize the biggest issues for US companies.

The CEO Pay Ratio Deadline is Looming; Here’s How Companies Should Prepare

As we move past the midpoint of 2017, work is already underway at a number of our clients to begin preparing for the calculation and disclosure of CEO pay ratios next spring. Although many experts anticipated the CEO pay ratio rule would be delayed or repealed, this now looks increasingly unlikely. Here are key steps we recommend taking to ensure you stay on track for 2018 disclosures.

 

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