ISS Releases 2012 Policy Updates

Article by Ropes & Gray LLP's Securities & Public Companies and Executive Compensation Practice Groups

On November 17, ISS published its annual update to its U.S. Corporate Governance Policy. These updates are certain to have an impact on voting in the upcoming 2012 proxy season, although the precise impact cannot be predicted. ISS has maintained a "case-by-case" approach to many of the significant issues. In that context, however, significant policy changes for this year include:

• Proxy Access. ISS generally supports proxy access proposals as "an important shareholder right." It will analyze proxy access proposals on a case-by-case basis, taking into account unspecified "company-specific factors," as well as factors specific to the proposal, such as ownership thresholds (percentage and holding period) to gain access, the maximum proportion of directors and, in the case of multiple nominations, the method of determining whose nominations will appear in the