ISS released its Executive Summary of its 2021 Benchmark Policy Updates and its full Americas Proxy Voting Guidelines Updates for 2021, which are largely consistent with the proposed policies that we reported on previously (here and here) as respects the updates highlighted by ISS in the areas of:
- Board racial/ethnic diversity
- Director accountability
- Shareholder litigation rights
As a reminder, effective for meetings on or after February 1, 2022, ISS will recommend voting against the chair of the nominating committee (or other relevant directors on a case-by-case basis) at Russell 3000 and S&P 1500 companies where the board has no apparent racially or ethnically diverse directors. Mitigating factors - including the presence of a racial and/or ethnic minority on the board at the preceding annual meeting and a firm commitment to appoint at least one racial and/or ethnic diverse member - will be considered. In the interim, ISS will identify in its research reports boards that lack racial and/or ethnic diversity to foster investor/company engagement on this topic.
Additional noteworthy policy updates and changes are summarized in Appendix B of the Executive Summary. Notably, the updated Guidelines include a new virtual shareholder meeting policy (which addresses both management and shareholder proposals on meeting formats), as follows:
The commentary on this topic notes mixed views as to upsides/downsides of virtual meetings.
See ISS's release and additional analysis and commentary on our Proxy Advisors page.