ISS’ 2013 Draft Policy Changes Comments Due By October 31

Institutional Shareholder Services ("ISS") recently released draft policy changes for 2013. ISS has invited all financial market participants to provide feedback on the proposed changes to its 2013 benchmark proxy voting guidelines. The comment period will close October 31, 2012. The proposed policy changes are discussed below.

Management Say-on-Pay Proposals

Peer Group Formation: Instead of relying solely on a company's GICS industry classification, ISS is considering the use of a company's self-selected peers meeting ISS size criteria as a factor for peer group formation. The proposed methodology would use peers identified by a company as well as peers from the company's GICS group, with an initial focus at an 8-digit GICS resolution to identify peers that are in a related industry. When ISS determines the peer group, it will prioritize peers that maintain the company near the median of the group, are in the company's chosen peer group, and have chosen the