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Going Beyond: Policy Updates

Policy Updates for United States in 2023: ISS

Institutional Shareholder Services (ISS) has published its 2023 policy updates for U.S. public companies, which take effect for annual meetings beginning on Feb 1, 2023.1 ISS will also be producing a frequently asked questions (FAQ) document in advance of that date with more information on the application of key policies.

The updates largely reflect the proposed revisions that ISS released for comment in November. They pertain to climate board accountability, corporate officer exculpation, initial public offering (IPO) governance, share issuance mandates, and shareholder resolutions on values-aligned lobbying and political spending. They also incorporate changes that were announced in 2022 but had a one-year transition period, including on board gender diversity, unequal voting rights and value-adjusted burn rates in equity compensation plans.

ISS has additionally made some minor revisions and clarifications to its policies on poison pills, unilaterally adopted bylaws, quorum requirements, problematic pay practices and shareholder resolutions on racial equity/civil rights audits and on environmental, social and governance (ESG) pay links.

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Shirley Westcott is Senior Vice President in the Proxy Solicitation Group at Alliance Advisors since 2011 where she advises public companies on their corporate governance practices and issues of concern to shareholders. She has worked in the field of corporate…

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