Yes, it’s that time of year again. Turkey, Black Friday, decking the halls, office parties, and the annual issuance of ISS’s voting policies for the coming year.
To make sure I’m on Santa’s good list, I need to be honest – and, to be honest, the 2018 changes seem rather benign. In fact, as noted below, ISS hasn’t gone as far as some of its mainstream members in terms of encouraging board diversity and sustainability initiatives.
Here’s a quick rundown on the key changes for 2018:
- Director Compensation: Director compensation – or at least excessive director compensation – has been looming ever larger as a hot topic in governance. ISS continues the trend by determining that a two-consecutive-year pattern of excessive director pay will result in an against or withhold vote for directors absent a “compelling” rationale. Since the policy contemplates a two-year pattern, there will be no negative voting recommendations on this matter until 2019.