ISS announced the launch of so-called “Global Board-Aligned Proxy Voting Guidelines” (US-specific publication here and international publication here) for the 2023 proxy season. The policy name is a misnomer, however, as the voting recommendations are not aimed at aligning with board recommendations in numerous circumstances unless such board recommendations are consistent with ISS’s views.
On corporate governance, executive compensation, and corporate structure matters (e.g., board gender and racial/ethnic diversity, multi-class share structures, independent board leadership), the voting recommendations reflect ISS’s views of “widely accepted good standards of corporate governance and shareholder rights protection, and on the creation and preservation of economic value.” On E&S proposals, the policy purportedly generally will align with board recommendations except where ISS determines that “greater disclosure will directly enhance or protect shareholder value and is reflective of a clearly established reporting standard in the market.”