ISS Issues Policy Updates For 2012 Proxy Season

On November 17, 2011, Institutional Shareholder Services (ISS) released updates to its proxy voting guidelines. The updated policies will apply to all publicly-traded companies holding shareholder meetings on or after February 1, 2012. The key changes are described below and are available on the ISS website http://www.issgovernance.com/policy, under the Policy Gateway.

METHODS TO DETERMINE ALIGNMENT BETWEEN PAY AND PERFORMANCE

ISS has updated its policies to provide a more focused review of a company's alignment between pay and performance. The new updates emphasize long-term trends in pay versus performance and attempt to narrow a company's peer group. The new framework is essentially comprised of the two following components.