PUBLICATIONS & WHITE PAPERS

May 2023 saw $62.3bn of green bond issuances, a rise from $60.3bn in the same month a year earlier, making it the busiest May since the inception of the green debt market in 2007. The growth was driven by the continuing rise of sovereign issuances.

Sustainable bond issuances rose significantly in the first quarter of this year, as a surge in sovereign issues helped boost volumes by 23% compared with Q1 2022. Green Use of Proceed issuances remained dominant.

Diversity in the board room enables a broader range of perspectives and approaches to the decision-making process. Among numerous discussions on board diversity in the investment community, gender continued to be a focal point in 2022.

By July 2026, all large, publicly-listed companies in the European Union will have to meet new quotas for the percentage of women holding directorship roles. While some countries are already close to reaching those levels, on average, others have a long way to go in just a few years.

This paper surveying dual class share structures in Europe follows an earlier piece looking at similar structures in the U.S.

This report examines proposals focused on bank policies regarding the financing of new fossil fuel exploration.

In this review, we focus on the results for resolutions on racial and gender pay gap disclosures. Voting results are based on filings by companies through the end of October.

The Securities and Exchange Commission has provided new guidance for companies and dissident shareholders on the use of universal proxy cards, about which a number of questions have been raised since they were introduced for all contested director elections after Aug. 31, 2022.

Last year was the first since 2011 during which green, social, sustainability and sustainability-linked (GSSS) bond volumes decreased, according to Environmental Finance. Unquestionably, the prior two years were exceptional. The COVID pandemic pushed many issuers, especially financial institutions and sub-sovereign and agencies (SSAs), to raise funds for supporting the real economy, and favorable market conditions kept capital costs low, fueling impressive YoY growth for issuances.

The Securities and Exchange Commission (SEC) set out a new strategic plan that seeks to address evolving market risks through a re-examination of its rules and enforcement tools and the extension of its reach beyond simple securities.

Dual class share structures have been traditionally used to protect newly public companies from hostile takeovers or other forms of interference.

The Conference of the Parties (COP) climate change meetings have taken place for the last 20 years, and now represent the largest annual conference held by the United Nations.

In this new report, ISS-Corporate assesses data on the Governance Quality Scores (GQS) of companies against a series of 11 cyber security GQS questions.

In this paper, ISS-Corporate examines the history of carbon offsets, the properties of an effective implementation of a carbon offset program, and role of carbon offsets in achieving Net-Zero ambitions.

In recent years companies have become more reluctant to place meaningful limitations on corporate boards’ authority to accelerate the vesting of outstanding equity awards.

In this new report, ISS-Corporate examines the links between cybersecurity and other ESG issues. We also explore how companies can address these risks and respond to rising stakeholder concern, for example through the use of cyber-risk ratings.

In this snapshot, we examine the results for resolutions on labor and workforce equity issues. Voting results are based on filings by companies through the end of the year.

In this report, ISS-Corporate breaks down the varying rules and proposed regulations from key market regulators to help companies navigate this shifting landscape.

A well-managed corporate equity plan is always a balance between assuring shareholders that their interests are protected and giving management the flexibility it needs to serve the interests of all stakeholders, such as attracting and retaining top talent. The ISS Equity Plan Scorecard (EPSC), now in its eighth year, considers equity governance and how administrators achieve both these priorities.

In this new paper, ISS-Corporate examines the SEC’s proposed rules, comments made on the new proposed rules, and companies progress on cybersecurity oversight and governance.

The SPO team delivered over 30 external reviews in the third quarter, including some innovative transactions.

In this paper, ISS-Corporate examines how compensation committees reacted to low shareholder support on say-on-pay and how their response impacted support in the following year.

In this paper, ISS-Corporate examines current trends in climate-related proposals, including the growing number of those advanced by corporate management.

In this three-part report, ISS-Corporate advisors analyzed key data, trends, and charts on Executive Compensation, Governance, and Shareholder Proposals.

The Securities and Exchange Commission is poised to revise its rules on so-called clawbacks: the process of recovering incentive compensation from current and former executives when a company is forced to make a material restatement of its accounts.

After a long wait, on August 25 the Securities and Exchange Commission (the “SEC” or the “Commission”) voted 3:2 to issue final rules implementing another mandate of the 2010 Dodd-Frank Act, which directed the agency to improve disclosure on the relationship between executive pay and financial performance.

In this whitepaper, ISS-Corporate’ ESG experts examine the climate strategies adopted by Australia and how a net zero target trickles down from the national level to the market level.

In this whitepaper, ISS-Corporate’ ESG experts examine the climate strategies adopted by China and how a net zero target trickles down from the national level to the market level.

More shareholder resolutions were filed in the 2022 proxy season than in the previous year, with approximately 932 environmental, social, and governance shareholder proposals submitted at U.S. companies so far, compared to 903 proposals submitted in 2021, according to ISS Voting Analytics data.

ISS-Corporate analysis shows that while there was overwhelming investor support for climate disclosure regulation in general, comments diverge significantly on the recommended regulatory path ahead.

In this report, ISS-Corporate reviews dilution across industries and explores how it varies depending on how much compensation is typically paid in equity rather than cash.

In this new report, ISS-Corporate reviews the emergence of ISSB and how its proposed standards are shaping the future of sustainability reporting for corporate issuers.

Turning to regulation and market standards development, the ICMA announced a series of updates and new tools during the latest Green Bond Principles Annual General Meeting.

Shareholder resolutions filed in the 2022 proxy season included several different types of proposals focused on political spending by corporations, reflecting investor concerns that support of certain candidates and causes may be inconsistent with the stated values of the company.

Shareholder resolutions filed in the 2022 proxy season reflect continuing investor concern over lobbying activities and whether they are consistent with a company’s public positions and aligned with shareholder interests.

A recently announced U.S. Securities and Exchange Commission (SEC) lawsuit over the collapse of the Brumadinho dam in Brazil underscores a sharper focus by regulators on the quality and timeliness of corporate sustainability disclosures.

With the 2022 proxy season under way, ISS-Corporate has examined a number of key governance factors for selected regional indices to review what happened in the 2021 proxy season.

The Securities and Exchange Commission (SEC) extended the public comment period on proposed rules for climate-related disclosures for investors by about a month to June 17. The move may not be enough to quell complaints from various parties about the length and complexity of the financial regulator’s review process.

Despite the lack of pay increases, investors rejected compensation proposals in Say-on-Pay votes at a historic rate during the 2021 proxy season, with a record 20 companies in the S&P 500 failing to secure majority support for their proposals.

Many institutional investors have long criticized share pledging by company insiders as a practice that can expose them to significant governance risks. While this has prompted a large number U.S. companies to ban or restrict the activity, it remains an option for many owners and executives.

Pay levels for CFOs are a matter of careful consideration for compensation committees, especially as large internal pay differentials may be indicative of potential succession-planning issues. In this report, we conduct a detailed comparison between U.S company CFO and CEO pay by index and by industry.

As nature’s relevance to business becomes more apparent, the need for a standardized disclosure framework becomes more pronounced, especially for investors who seek to make decisions about capital allocation based on a clear understanding of a company’s impacts on nature and its nature-dependent operations.

On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new disclosure regulations for U.S.-listed companies introducing climate-related disclosure requirements.

Regarding regulation, the EU Platform on Sustainable Finance presented its final Social Taxonomy Report at the end of February. The initial approach, based on vertical and horizontal dimensions, has been replaced by a more traditional stakeholder-based structure, focused on workers, end-users and communities. The next step in the document’s development will include the definition of “minimum social safeguard” the prioritization of objectives and sub-objectives and the definitions of “substantial contribution” and “do no significant harm” (DNSH) criteria.

In the fifth of a series of short insights looking at the role of women in corporate America, we focus on the number of female chairs, including only those chairs who are not also the CEO, across the US’ main indexes since 2019.

With the 2022 proxy season underway, ISS-Corporate has examined a number of key governance factors for selected regional indices to review what happened in the 2021 AGM season. The latest in the series covers 100 companies in the British index, the FTSE 100. Like the others, it focuses on shareholder proposals, director elections, Say on Pay results, and changes in CEO pay.

In the fourth of a series of short insights looking at the role of women in corporate America, we focus on the growth in the number of women on boards across different industries since 2019.

In the second of a series of short insights looking at the role of women in corporate America, we focus on the number of female CEOs across the main US indexes since 2019.

With the 2022 proxy season underway, ISS-Corporate has examined a number of key governance factors for selected regional indices to review what happened in the 2021 proxy season. The third in the series covers the 235 companies in Canada’s S&P/TSX Composite Index, and looks at shareholder proposals, director elections, Say on Pay results, and changes in CEO pay. This follows the second in the series, which covered the S&P500.

With the proxy season underway, ISS-Corporate examined key governance factors that defined the 2021 season for selected regional indices. The second report in the series covers the S&P 500, with a look at director elections, shareholder proposals and executive compensation. This follows the first in the series which covered the Korean KOSPI.

During Black History Month in February each year, the United States and Canada acknowledge the accomplishments and contributions of the African diaspora. This observance also serves as an opportunity to reflect on additional work to be done to achieve further inclusion and social equity. This data snapshot report reviews developments in disclosure among U.S. corporations that signal levels of racial and ethnic diversity and inclusivity at boards, executive teams, and the general workforce. The review of relevant trends also includes a special section on supply chain diversity.

As the 2022 proxy season approaches, ISS-Corporate looks back at director elections and related controversies that defined 2021 and examines the increasing focus on ESG and sustainable investment issues among companies in the Korea Composite Stock Price Index.

As companies begin incorporate sustainability into their strategies, designing executive compensation plans with meaningful Environmental, Social, and Governance (ESG) performance metrics requires a thorough approach involving materiality assessment, multi-stakeholder engagement, ESG strategy development, impact assessment and data analysis.

The success of our clients reflects the overall dynamism of the market, which reached almost $1 trillion in annual issuances (according to ICMA on Environmental Finance data), with green bonds representing about 50% of the overall market volume, and sustainability-linked bonds corresponding to just under 10% of overall issuances. The $1 trillion threshold seems destined to be exceeded once and for all in 2022, with many market players forecasting higher volume this year.

Proxy season 2021 was quite a year for failed management Say on Pay votes, so ISS-Corporate decided to examine a number of measures for board demographics to see: Did boards which performed poorly on Say on Pay votes have any particular characteristics?

The Securities and Exchange Commission (SEC) issued a Staff Legal Bulletin (SLB) the week of November 29th that clarifies prior advice to companies about accounting for ‘spring-loaded,’ stock-based compensation, which is defined as share-based awards made while a company is in possession of material, non-public information.

This memo is part of ISS-Corporate Client Bulletin series designed to keep you abreast of the latest trends and developments affecting governance and sustainability at corporations.

Aligning executive compensation with shareholders’ interests is one of the most important mandates compensation committee members are tasked with annually. Developing an appropriate pay package that carries a significant portion of “at-risk” compensation is critical to motivate and incentivize executives to achieve meaningful growth targets under short- and long-term incentive programs.

The Securities and Exchange Commission (SEC) announced on November 17, 2021 that it would be introducing the universal proxy card for all contested director elections after August 31, 2022. Principally, a universal proxy card would require all directors in a contested election, both a company’s own nominees and any shareholder or dissident nominated directors, to be listed on a single proxy voting card, whether physical or electronic.

This memo is part of ISS-Corporate Client Bulletin series designed to keep you abreast of the latest trends and developments affecting governance and sustainability at corporations.

In his statement announcing the latest Securities and Exchange Commission (SEC) Staff Legal Bulletin (SLB) on shareholder proposals, agency Chairman Gary Gensler made it clear that the Commission is returning to its former and less permissive position as it applies to granting “no-action” relief to companies seeking to exclude certain shareholder proposals.

This memo is part of ISS-Corporate Client Bulletin series designed to keep you abreast of the latest trends and developments affecting governance and sustainability at corporations.

Properly constituted compensation clawback policies have the “opportunity to strengthen the transparency and quality of corporate financial statements as well as the accountability of corporate executives to their investors,” said Securities and Exchange Commission (SEC) chair Gary Gensler in his statement1 of support for the reopening2 of the comment period on this long-awaited rule.

This memo is part of ISS-Corporate Client Bulletin series designed to keep you abreast of the latest trends and developments affecting governance and sustainability at corporations.

Released in honor of Cybersecurity Awareness Month, ISS-Corporate put together a 3-part infographic series exploring how companies and boards are managing and mitigating cybersecurity risk.

Last month, the New York Stock Exchange (NYSE) proposed a change to its approach to vote counting for management proposals related to issuing new shares and for shareholder approval of equity compensation plans. More recently, the U.S. Securities and Exchange Commission (SEC) took up the proposed rule1 and submitted it for comments from financial market participants. Read the latest insights from ISS-Corporate on this topic.

This is the first in a series of ISS-Corporate client memorandums designed to keep you abreast of the latest trends and developments affecting governance and sustainability at corporations.

Last year, ISS-Corporate published the paper Strategies in Peer Group Selection During COVID-19, which provided guidance around compensation peer groups during a period of significant uncertainty.

According to the Climate Bonds Initiative, the total volumes for Green, Social, Sustainability, and Sustainability-linked (GSSS) bonds reached USD 496.1bn in the first half of 2021, representing 59% year-on-year growth from the equivalent period in 2020, and this trend seems to have continued in the third quarter of 2021.

Environmental, Social, and Governance (ESG) considerations are impacting various facets of what investors and companies do, and this impact now includes executive compensation. Companies are beginning to incorporate sustainability into their corporate strategy and rethink the way executives are being incentivized.

As part of our Corporate Climate Action series, released in honor of Climate Week, we examine how well companies are implementing ESG goals relating to Climate Policies, GHG Emissions Reduction and Biodiversity.

The complex nature of climate change will have far-reaching implications across all corners of the economy. As more data and scientific information becomes available on the rapidly worsening effect climate change is having on the planet, companies need to realise the implications of their actions. A large number of companies are playing catch-up and need to quickly incorporate climate change into their business strategies.

As the planet reaches a tipping point in its climate history, investors, regulators, customers, and other key stakeholder groups are placing increasing importance on companies disclosing, measuring, and setting reduction goals for Greenhouse Gas (GHG) emissions. In ISS Corporate Solution’s latest Sustainability Bulletin, our advisors examine why climate action is at a critical turning point and outline what tools and resources are available to help companies navigate their climate action responses.

The 2021 Proxy Season Digest is a series of reports reviewing data and insights from the 2021 Proxy Season. In the third and final installment, our advisors compiled key data and trends on shareholder proposal engagement.

The 2021 Proxy Season Digest is a series of reports reviewing data and insights from the 2021 Proxy Season. In the second installment, our advisors compiled key Executive Compensation charts and takeaways.

The 2021 Proxy Season Digest is a series of reports with statistics and insights looking back on the 2021 Proxy Season. In this first installment, our advisors compiled Governance-focused charts and key takeaways.

The second quarter of 2021 saw continued growth in green, social, sustainability, and sustainability linked (GSSS) issuances, as projected earlier in the year. In particular, sustainability linked loans have gained greater prominence alongside more complex derivatives and leveraged finance products.

For many companies, the difference between strong and average performance can be traced to capital efficiency. This paper examines two key sectors that are known to be capital intensive and cyclical: chemicals and semiconductors.

Materiality serves as a core guide for strategic planning by enabling companies to understand and execute on relevant goals associated with environmental and social impact for its business and stakeholders. This paper identifies how Materiality Assessments allow companies to fully examine the environmental and social impacts to their unique business model and operations.

The start of 2021 has been highly intense for the green, social, sustainability and sustainability-linked (GSSS) market and the trends we observed in the second half of 2020 in rising issuances actualized. This significant increase relates to both market size and number of issuances.

The year 2020 presented uncertainties due to COVID-19. Many companies made their equity plans right on the cusp of stock prices plummeting in response to the pandemic. Analyzing equity plan data from 2020 and earlier, this paper identifies recent trends and considers what the 2021 proxy season may look like.

With the increased volatility of the stock market, many companies are facing a similar question to what survivors of the 1990’s Dot Com Bubble had to face, “How do we keep our employees around now that their equity is down and their options are worthless?”

“Realizable” pay assessments are often included in the Compensation Discussion & Analysis (“CD&A”) section of the proxy filing to provide a more accurate view of the actual value of compensation delivered to an executive, as opposed to the pay data disclosed in the Summary Compensation Table which does not take into account the impact of recent share price movements on an executive’s compensation package.

This report discusses the current state of equity compensation plans as well as the trends and different practices in different industries.

One topic on comp committee agendas may be something that has not traditionally been an element of executive compensation: Diversity. With many companies asking us about how to measure diversity, given the heightened awareness around diversity and its impact on company and shareholders, our advisory team wrote a paper outlining how some companies are thinking about it.

Interest in ESG is growing rapidly and has gained traction amongst corporations, individuals, investors, and institutions. This paper is intended to provide corporate issuers with some background regarding the imminent regulatory changes in Hong Kong (HK) and an overview of the recent trends in responsible investment and strategies focusing on ESG risks.

COVID-19 will markedly change business. It’s an unprecedented force of economic disruption that is slashing demand and imposing new workplace habits, sourcing strategies, and consumer behaviors. Companies are only beginning to size up and respond to the new world we are facing.

Given the market volatility caused by the COVID-19 pandemic, this paper examines the Economic Value Added (EVA) fundamentals of companies within the S&P 500, S&P 1500, and Russell 3000 indices to identify if there are certain fundamental characteristics or indicators that separate companies that are delivering stronger total shareholder returns compared to peers.

The COVID-19 crisis has upended companies’ pay programs and forced many to re-evaluate decisions on executive and director compensation. A key tool used in executive pay decisions, the compensation peer group, takes on additional importance during this time. ISS-Corporate has identified key peer group strategies to consider in these challenging times.

In the wake of a dramatic slump in equities which witnessed the S&P 500 fall from an all-time high into bear market territory (>20% decline) in a record 16 trading days, this white paper takes a look at profit expectations through the Economic Value Added (“EVA”) lens.

As the COVID-19 pandemic wreaks havoc on incentive plans, ISS-Corporate took a closer look at existing relative total shareholder return (TSR) metrics at S&P 500 companies to review how companies’ relative performance has been impacted over the first quarter of 2020.

Companies are facing unprecedented disruption and novel challenges because of COVID 19. This is evolving on a weekly if not daily basis, but here is how we see this global pandemic impacting Australian issuers and how ISS-Corporate can help through these uncertain times.

Companies are facing unprecedented disruption and novel challenges because of COVID 19. This is evolving on a weekly if not daily basis, but here is how we see this global pandemic impacting incentive compensation in EMEA and what companies can do about it.

In response to the COVID-19 pandemic, securities regulators in several countries have published guidance that affords publicly listed companies greater flexibility regarding the type of annual general meeting (AGM) they can hold as well as when it can be held.

Companies are facing unprecedented disruption and novel challenges because of COVID 19 and we wanted to let you know what we’re hearing from many of our clients. This is evolving on a weekly if not daily basis, but here is how we see this global pandemic impacting incentive compensation as of today – March 27, 2020 – and what companies can do about it.

The governance playbook is undergoing a major revision. Download the report to know the three corporate governance trends to follow inside Europe’s publicly-listed companies in 2020.

This 2019 Canadian Post-Season Summary reviews:

Board gender diversity
Voluntary say-on-pay proposals
Shareholder activist targets
Corporate governance at cannabis companies
Relevance of climate change

Companies use equity compensation plans to pay their employees, officers, non-employee directors, and other service providers by giving them equity ownership at the company. Equity compensation is common in both public and private companies. Companies view equity compensation as an effective way of incentivizing plan participants while attracting high-quality employees, encouraging retention, motivating sustained performance, and aligning employees’ interests with those of shareholders.

In the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors serving on multiple public company boards faced significant opposition to their elections. The idea that directors should not serve on too many boards has been a key consideration for investors for many years.

A board literate in economic value can gain an enormous advantage in moving beyond compliance and the accounting numbers to fulfill the greater duty of working with management to deliver shareholder value.

As the busiest part of the 2019 U.S. proxy season is behind us, we take an early look at the vote results of annual general meetings convened from January to May. As of this report, approximately 70 percent of Russell 3000 annual general meetings expected during the calendar year have already taken place, and the figure will rise to close to 90 percent of all calendar-year annual meetings by the end of June. In our review of the vote results for the 1,812 Russell 3000 2019 annual general meetings that took place from January to May and are available in the ISS database, this paper identifies major trends.

Compensation disclosures have grown significantly over the last decade (mostly for the better), and they continue to evolve with the ongoing engagement between companies and shareholders. Certain compensation practices are known for raising investor concerns, leading to difficult conversations between investors and boards and higher levels of investor opposition of executive pay programs.

As we enter the peak of proxy season, we review executive compensation trends in the U.S. based on executive pay disclosures so far this year.

This document is an excerpted portion of ISS’ full report, “2019 U.S. Environmental and Social Issues Proxy Season Preview,” which provided the following early insights:

Proposals on political activities increase
Climate change remains a top concern
Human rights issues proposals continue to surge
Shareholders remain concerned about pharmaceutical risks

In March this year ISS-Corporate partnered with the Taiwan Depositary & Clearing Corporation (TDCC) in the launch of their Investor Relations platform event. The theme explored how ESG and digital solutions transform investor relations and corporate sustainability practices. In this document, we highlight the upcoming ESG demands on Taiwan’s listed corporates and the capabilities of managing ESG risk through ISS-Corporate’ dynamic platform solutions. Please contact us for further information.

ISS Analytics recently published a white paper outlining how EVA may be able to help support Pay-for-Performance analysis. This article covers:

Why EVA May Help with Pay-for-Performance Analysis
Introduction to EVA: Measuring Economic Performance
The Link Between EVA and TSR
Introduction to the EVA Measures: The Four Key Ratios
How EVA Can Support Pay-for-Performance Analysis

Looking at some of the key takeaways from the ISS 2018 Proxy Season Review, 2018 was a year of increasing shareholder dissent shown in votes against directors.  Shareholder votes against remuneration reports spiked to a historical high with 26 companies in the S&P ASX300 index recording a “strike.”

ISS compensation experts, Liz Williams and Rachel Hedrick provide insights on key compensation topics to watch in 2019. They share their perspectives on pay in an uncertain market, the impact of the repeal of 162(m) on equity compensation plans proposals, performance-metric selections, CEO pay ratio disclosures, new shareholder proposal types, and the ISS policy on director compensation.

In the U.S., shareholder proposal filings have historically played an important role in advancing corporate governance and in highlighting key risks related to environmental and social issues.

In this article, we explore the specific challenges market participants face when using traditional accounting metrics to assess performance, as well as the limitations those metrics place on corporate leadership in informing and guiding proper capital allocation and decision making. In addition, we present a potential solution and alternative framework called Economic Value Added (EVA.)

As the AGM season approaches and concerns over drafting remuneration disclosures increase, how do you improve the chances that your proposals will be well-received by shareholders?

Companies often say that shareholders just did not understand their pay disclosure well enough to vote in favor of the pay program, but a key purpose of the Compensation Discussion and Analysis (CD&A) is to have shareholders fully understand how the pay program works.

This paper outlines four common traps companies fall into when thinking about their compensation disclosures.

As the world greets the New Year, investors and companies may take a moment to reflect on key corporate governance priorities in light of a potentially more challenging business environment in the year ahead.