ISS Proposes Benchmark Policy Changes For 2020

Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, recently proposed changes to its benchmark voting policies to be applied for upcoming shareholder meetings taking place on or after February 1, 2020. In particular, ISS proposed the following three updates to its U.S. proxy voting guidelines:

• Independent Board Chair — Shareholder Proposals. The proposed changes would codify ISS’ existing practices when considering shareholder proposals requesting separation of the chair and CEO positions. While maintaining a “holistic approach,” the proposed policy would explicitly list factors to which ISS would give “substantial weight,” including (i) a weak or poorly defined lead independent director role and (ii) a recent recombination of the role of chair and CEO. ISS states that the impact of the proposed update is “indeterminate at this time.”