In Short
The Background: The novel coronavirus
(COVID-19) pandemic has presented unprecedented uncertainties and
challenges to public companies for the 2020 proxy season.
The Issue: Proxy advisor ISS published guidance
on several of its voting policies that are likely to be implicated
by the COVID-19 pandemic and the global response to it.
The Outcome: As expected, with few exceptions,
ISS is relaxing its historically inflexible approach to a number of
governance issues in light of the COVID-19 pandemic. The key in
most instances will be clear articulation of the basis for any
action that ISS would oppose in normal circumstances.
Annual General Meeting Issues
ISS recognizes that health and safety concerns have caused some
companies to postpone their annual meetings or make them wholly or
partially virtual. Although ISS generally prefers
"hybrid" (both in-person and "virtual")
meetings to those that are completely virtual, ISS recognizes that
critical
