CLIENT ALERT: Institutional Shareholder Services Inc. Releases Annual Policy Survey

Client Alert
Steve Wolosky, Andrew M. Freedman and Jason W. Soncini

On July 31, 2013, Institutional Shareholder Services Inc. (“ISS”) released its 2014 proxy voting policy survey.  The policy survey is the first step in ISS’s annual global policy formulation process and is designed to enable institutional investors, corporate issuers, corporate directors and various other governance market constituents to provide input on corporate governance issues that are pertinent to all capital markets worldwide.  Results from the policy survey will be used by ISS to inform its voting policy review.

The policy survey includes questions on a variety of corporate governance and executive compensation related topics, including:

  • whether ISS should differentiate its policies based on a company’s size or type;
  • board responsiveness to non-binding or advisory proposals;
  • director assessment;
  • director tenure;
  • the role of company performance in the evaluation of directors;
  • equity based compensation plans; and
  • relevant factors for share authorization and issuance proposals.

The policy survey is available at and will close on September 13, 2013.  Our activist clients are encouraged to complete the survey as ISS will consider survey responses in determining its 2014 proxy voting policies.

ISS also announced that as part of its policy formulation process it will hold a series of regional roundtables and conference calls in August and September “to drill into local market best practices.”  Following the conclusion of the policy survey and the roundtable discussions, ISS will release the survey results and open a 30-day comment period before releasing the 2014 policy updates in early November 2013.  More information on ISS’s policy development process is available at

Please contact the Olshan attorney with whom you regularly work or one of the attorneys listed below if you have questions.

This publication is issued by Olshan Frome Wolosky LLP for informational purposes only and does not constitute legal advice or establish an attorney-client relationship.  To ensure compliance with requirements imposed by the IRS, we inform you that unless specifically indicated otherwise, any tax advice contained in this publication was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any tax-related matter addressed herein.  In some jurisdictions, this publication may be considered attorney advertising.
Copyright © 2013 Olshan Frome Wolosky LLP.  All Rights Reserved.

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