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ARTICLE · 14 JANUARY 2009

RiskMetrics Group Releases 2009 Proxy Voting Policies

RiskMetrics Group, formerly Institutional Shareholder Services, recently released updates to its proxy voting policies, many of which seek to limit the discretion of boards of directors in important areas of corporate governance.

United StatesCorporate/Commercial Law

RiskMetrics Group, formerly Institutional Shareholder Services, recently released updates to its proxy voting policies, many of which seek to limit the discretion of boards of directors in important areas of corporate governance.1 Many institutional investors adhere to the RiskMetrics voting recommendations. Accordingly, public companies should be familiar with the recent policy updates in order to anticipate how their institutional shareholders are likely to vote in the upcoming proxy season. Significant highlights of the policy updates are summarized below.

Poor accounting practices. RiskMetrics will recommend case-by-case voting on specific members of the audit committee or the full board, if serious poor accounting practices such as fraud, misapplication of GAAP, or material weaknesses or deficiencies in Section 404 disclosures exist. Before deciding if a negative vote is justified, RiskMetrics will pay attention to several factors like "the severity, breadth,

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