On November 17, 2011, Institutional Shareholder Services Inc.
("ISS") issued its final U.S. Corporate Governance Policy
for 2012. The policy includes changes from the ISS 2011 policy,
which may affect ISS's recommendations with respect to
say-on-pay votes on executive compensation, and the election of
directors of public companies. The following analysis summarizes
the changes made to the ISS policy with respect to executive
compensation as they apply to the upcoming 2012 proxy season.
Evaluation of Executive Pay (Say-on-Pay)
Previously, ISS assessed pay-for-performance alignment by
examining a company's one-year and three-year total shareholder
return ("TSR") relative to all other companies in the
same 4-digit Global Industry Classification Standard
("GICS") industry group, and by considering other factors
such as the year-over-year change in the CEO's total pay and
five-year trends in company TSR and CEO pay. The ISS proposal
includes changes to the peer group
