Insights

Will the New Year Bring Regulatory Oversight of the Proxy Advisory Firms?

The Senate and the SEC are operating on parallel paths toward the potential regulation of proxy advisory firms. However, the outcome remains uncertain.

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We have seen many false starts on the road to regulate proxy advisory firms. Several recent Congressional attempts to pass legislation to regulate the proxy advisory firms have failed. In 2017, the U.S. House of Representatives passed two bills (the…

ISS Updates QualityScore Methodology

Institutional Shareholder Services (ISS) recently announced that it has updated its Governance QualityScore (“QualityScore”) methodology, its governance-scoring tool. The key changes to the methodology include new factors related to board and C-Suite gender diversity and the levels of shareholder support for director elections and Say on Pay proposals.

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Overview of ISS Governance QualityScore ISS applies its QualityScore methodology solely to S&P 500 and Russell 3000 companies. According to ISS, QualityScore is intended to aid institutional investors in monitoring and evaluating portfolio company governance by providing such investors insights…

Summary of Key Results from ISS 2019 Annual Policy Survey

ISS’s recent Policy Survey previews potential changes in its 2019 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal communities on emerging corporate governance and executive compensation issues as part of its annual policy formulation process (the “Survey”). Issuers and their advisors…

ISS 2017–2018 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2018 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal community on emerging corporate governance and executive compensation issues as part of its annual policy formulation process. Issuers and their advisors are collectively…

Institutional Shareholder Services Releases its 2018 Policy Survey Questionnaire

Institutional Shareholder Services (ISS) recently issued its policy survey questionnaire, which previews potential changes in ISS’s 2018 proxy voting policies.

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Through its annual policy survey, ISS seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance, executive compensation and other matters as part of its policy formulation process. The…

ISS Releases New Corporate Governance Scoring Tool

The tool, QualityScore, could help investors identify corporate governance risk in portfolio companies.

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Institutional Shareholder Services (ISS) recently announced the release of ISS QualityScore, the fourth generation of its governance-scoring tool, which replaces ISS Governance QuickScore. According to ISS, QualityScore is intended to assist investors in identifying corporate governance risk within portfolio companies.…

2016 Corporate Governance & Incentive Design Survey

Read Meridian's findings and learn about new market practices and trends that will inform best practices for the next year and beyond.

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Executive Summary As companies review their executive compensation programs and related corporate governance policies, it can be helpful to understand common market practices and trends that may signal “best practices.” In order to inform these perspectives, Meridian’s 2016 Corporate Governance…

When Constituency Compensation Expectations Collide

NYSE Board Governance Series: Discussion Of Relative Performance, Peer/industry Indices, and Regulatory Issues for Financial Institutions

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Members of the banking industry–and other regulated industries–have different expectations than members of other industries when it comes to executive compensation consulting. Watch Meridian Compensation Partners’ Susan O’Donnell sit down with TK Kerstetter of the NYSE Governance Series to discuss…

Critiquing Say on Pay

More ISS, Glass Lewis Policies That Defy Logic

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Last November I argued in an Agenda op-ed that certain ISS and Glass Lewis say-on-pay policies lack solid underpinnings in compensation philosophy and practice. An example was their attempts to assess the rigor of companies’ incentive performance goals based on…

Coca-Cola Controversy

The Soda Giant’s 2014 Equity Plan Proposal Causes A Stir

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Equity plan proposals brought to shareholders for approval rarely meet any level of meaningful resistance. That was not the case with The Coca-Cola Company’s request for shareholders to approve its 2014 Equity Plan that included a share pool of 500…

Canadian Regulatory and Governance Update

Canadian Securities Administrators Publish “Guidance for Proxy Advisory Firms”

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There have been a number of recent regulatory and governance changes affecting executive compensation and governance. Canadian Developments 1. Canadian Securities Administrators Publish “Guidance for Proxy Advisory Firms” On April 24th, the CSA published for comment their proposed Policy for…

Advocating Reform

SEC Commissioner Gallagher Suggests Examining Proxy Rules Regarding Shareholder Proposals

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In remarks at Tulane University Law School on March 27, 2014, Securities and Exchange (SEC) Commissioner Daniel Gallagher questioned the SEC’s incursions into corporate governance with regard to shareholder proposals and advocated reforms to the proxy rules governing such matters.…

New Mandatory Forms Released

NASDAQ and NYSE Issue Compensation Committee Certification Forms

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Earlier this month, NASDAQ and the New York Stock Exchange (NYSE) posted on-line forms that listed companies must complete to confirm their compliance with new listing rules on compensation committee independence standards. These forms may be found at the following…

ISS Issues 2014 Policy Updates

Information On And Analysis Of Iss’s Recent Policy Updates From Meridian

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On November21, 2013, Institutional Shareholder Services (ISS) issued updates to its proxy voting policies for 2014. The final updates revise ISS proxy voting policies for U.S. listed companies in the following three areas relating to executive compensation and corporate governance:…

Compensation Committee Best Practices

A Checklist To Determine Whether Your Compensation Committee Has The Best Process

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Compensation committees today face increased responsibilities, time commitments and risks. The Dodd Frank Act, the Securities and Exchange Commission (SEC) and the stock exchanges are mandating new governance standards and disclosure rules. Bank regulators, shareholders and their advisory firms (e.g.…

Summary of 2013 Proxy Vote Results

2013 Results are in and Meridian has Summarized the Highlights

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The principal portion of the 2013 proxy season has drawn to a close with over two-thirds of Russell 3000 companies and approximately 88% of Standard & Poor’s® (S&P) 500 companies disclosing their 2013 proxy vote results. This represents our final…

Swiss Votes Pass Referendum

New Legislation On Executive Compensation And Corporate Governance Could be on The Horizon for the Swiss

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The Swiss are famous for their neutrality. However, the results of a recent referendum show that the Swiss are anything but neutral over executive pay practices among Swiss public companies. Nearly 68% of Swiss voters favored a March referendum calling…

Board Leadership at Canadian Companies

The 4 Types of Leadership Structures and What They Mean For a Firm

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Board Leadership Structures There are four types of Board leadership structures at Canadian public companies: CEO Chair—The CEO also serves as the Chair of the Board, generally for no additional compensation. This combination of roles is uncommon among large Canadian…

ISS Releases New Tool

The ISS Governance Quickscore Gives Firms a New Way to Score Their Corporate Governance

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Institutional Shareholder Services has rolled out a new corporate governance scoring tool referred to as ISS Governance QuickScore™ (IGQ). IGQ is the latest in a line of ISS governance scoring tools. IGQ replaces ISS’s two-year old Governance Risk Indicator (GRId)…