PUBLICATIONS & WHITE PAPERS

2024
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ISS-Corporate Acquires Carbon Accounting Software Provider, SustainaBase: Executive Insights

NOVEMBER 25, 2024

ISS-Corporate, a leading provider of compensation, governance, cyber risk monitoring, and sustainability offerings to help companies improve shareholder value and reduce risk, last month announced the acquisition of SustainaBasea provider of carbon accounting and data management software solutions for corporate sustainability reportingIn a new interview, Head of ISS-Corporate Marija Kramer and SustainaBase CEO Gaida Zirkelbach outline how this exciting development advances ISS-Corporate’s position as a holistic provider of sustainability solutions for corporates.

Publications & White Papers

Individual Performance Metrics: Discretionary Adjustment or Pay Flexibility?

NOVEMBER 13, 2024

Metric selection in an Annual Incentive Program (AIP) gives company directors the opportunity to tailor compensation plans to the specific circumstances of the company’s named executive officers (NEOs). Often this decision revolves around competing goals as the compensation plan is expected to compensate NEOs for the opportunity cost of their time, reward exceptional performance, retain talented individuals, and incentivize high effort and productivity. While a well-designed Annual Incentive Plan considers all of these factors, shareholders generally prefer AIPs that display a clear relationship between shareholder value creation and executive pay.

Publications & White Papers

Japan’s Executive Pay Increasingly Mirroring European Models

NOVEMBER 11, 2024

Traditionally, Japanese CEO compensation has been modest compared to global standards, with an emphasis on stable fixed compensation, reflecting cultural norms of collective responsibility and lifetime employment. However, recent years have shown a gradual shift, particularly among companies with international board members or significant overseas revenues. This trend is partly driven by the need to attract and retain top talent within the management teams in an increasingly global market as well as desire to encourage greater risk-taking to increase corporate value.

This article examines the evolving dynamics of CEO compensation in Japan, focusing on the Pharmaceutical and Automotive industries due to their highly globalized nature. These industries face intense international competition, requiring top talent and global market strategies, making them ideal for examining CEO compensation trends in Japan’s evolving corporate landscape.

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Shareholder Proposals on Nature: Resurgence and New Frameworks

NOVEMBER 8, 2024

Corporate impacts and dependencies related to nature have garnered considerable attention in recent years, with growing interest also reflected in shareholder proposal campaigns focused on nature-related issues. The landmark 2022 COP 15 summit that established the Kunming-Montreal Global Biodiversity Framework, the launch of the Taskforce on Nature-related Financial Disclosures (TNFD) in 2021, and the inclusion of Biodiversity and Ecosystems as key reporting standard under the European Sustainability Reporting Standards (ESRS) per the EU Corporate Sustainability Reporting Directive (CSRD) are among the key drivers for the reframing of the discussion around nature and renewed interest in environmental impacts and relevant disclosures.

With the 16th Conference of the Parties to the Convention on Biological Diversity (COP 16) currently underway, ISS-Corporate reviewed nature-themed shareholder proposals during the past decade to identify key trends and developments related to nature in corporate shareholder engagements.

Publications & White Papers

Balancing the Scales: The Critical Role of Risk Mitigators in Executive Compensation

NOVEMBER 6, 2024

Equity awards are the primary compensation vehicle for U.S. executives, comprising 71 percent of total CEO compensation for S&P 500 CEOs and 60 percent for Russell 3000 (excluding S&P 500). As compensation committees seek to maintain alignment of executive and shareholder interest, the use of risk mitigators in equity grants has increased over the past five years. This paper analyzes key equity compensation risk mitigating practices such as clawback policies, stock ownership guidelines, holding period requirements, and anti-hedging and pledging policies, which enhance accountability over pay and ensure that executives bear similar risks as shareholders.

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Corporate Political Activity Disclosures: A Continued Priority for Investors and Companies

NOVEMBER 4, 2024

For much of the past two decades, transparency regarding corporate political activities has been a key issue in corporate engagements with investors. Over the past decade, shareholder proposals focused on political activity transparency have consistently ranked the highest in volume among proposals submitted at U.S. companies, outpacing all other environmental and social categories, including those related to climate change and human capital management.

As the U.S. presidential election approaches, ISS-Corporate reviewed shareholder proposals submitted to U.S. companies in the past decade, along with the latest corporate disclosure data, to assess key trends and developments in relation to engagements on this crucial topic for companies and investors.

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U.S. Shareholder Proposals: A Decade in Motion

OCTOBER 31, 2024

Shareholder proposals, often seen as a bellwether of investor sentiment and preferences, have gone through a significant shift over the past decade. The number of proposals on environmental and social topics exploded, surpassing the governance and compensation topics that had dominated the discourse in mid-2010s. In recent years, discussions related to environmental, social, and corporate governance (“ESG”) risks have become highly politicized, including attempts to politicize the shareholder proposal process. However, investors show little to no interest in proposals that advocate a political viewpoint without demonstrable economic relevance. ISS-Corporate reviewed the data of shareholder proposals submitted at U.S. companies from July 2014 to June 2024 and examined how shareholder proposals as well as corporate behavior and disclosures on sustainability and corporate governance have changed over the decade.

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October 2024 | Sustainable Finance Market Highlights

OCTOBER 28, 2024

The third quarter of 2024 registered a total volume of $323 billion in green, social and sustainability (GSS+) bond and loan issuances according to Environmental Finance (EF data), a slight decrease from the second quarter.

In its Q3 Quarterly Report, the International Capital Market Association (ICMA) found that green bonds were again at the top of the market, representing more than half of all sustainable bond issuances year-to-date.  

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Climate Lobbying: Investor Interest and Corporate Disclosures

OCTOBER 4, 2024

Climate lobbying – the alignment of a company’s climate commitment with its lobbying expenditures – has emerged as a trend in shareholder proposals in recent years. Often these proposals call for companies to “Review Public Policy Advocacy on Climate Change” or “Report on Corporate Climate Lobbying Aligned with [the] Paris Agreement.” This trend is part of a broader theme of shareholder expectations for companies to integrate climate considerations with other ESG matters (e.g., social justice – the “just transition”), rather than simply reporting on emissions reduction.

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Navigating the Emissions Landscape: Uneven Paths to Decarbonization

OCTOBER 3, 2024

Greenhouse gas emissions and corporate efforts to reduce them have become central to the climate change discussion in recent years. As corporate disclosures on climate and emissions gain prominence, including through regulatory mandates, the focus is now shifting towards tangible actions and measurable outcomes in climate mitigation and decarbonization. While climate adaptation remains a critical part of the equation, GHG emissions reduction targets have emerged as a key tool for addressing climate challenges.

ISS-Corporate analyzed global corporate disclosure data on GHG emission and reduction targets, evaluating the current levels of transparency, exposure, and sector-specific commitments toward decarbonization.

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Climate Shareholder Proposals: A More Sophisticated Discourse

OCTOBER 1, 2024

Shareholder proposals offer a glimpse into investor and market sentiment on key corporate governance issues, including how companies are managing environmental and social impacts, risks, and opportunities. The topic of climate features prominently in shareholder proposal campaigns, as it remains a key priority for policymakers, investors, and corporate boards. ISS-Corporate analyzed shareholder proposals and voting results data from the past decade to discern key trends in voting patterns among investors as well as the underlying dynamics that may affect voting in relation to climate change-related engagements between companies and their shareholders. The analysis finds that climate-related shareholder proposals continue to rank high on the agenda of shareholder engagements , but these discussions are becoming more nuanced, as corporate disclosures and climate-related practices evolve and continue to improve. At the same time, investors appear to be taking a more targeted approach in dealing with these topics from a stewardship and voting perspective.

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Governance QualityScore as an Indicator of Risk and Investor Sentiment

SEPTEMBER 23, 2024

Many market observers and investors believe that signs of poor corporate governance may be an effective risk indicator, providing early warning signs of other brewing problems. ISS’ Governance QualityScore (GQS), a decile ranking system based on a holistic assessment of companies’ governance practices, including board structure, compensation, shareholder rights, and audit, helps to quantify this risk. A score of 1 indicates the strongest governance practices (lower risk) while 10 suggests higher risk.

In this report, we examine four different gauges of market sentiment and compare them with GQS ratings. The first two – short interest ratios and credit ratings – are commonly accepted measures of perceived risk, while the other two are indicators of investor discontent as measured by vote support on director election and Say-on-Pay (SOP).

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Tax Transparency: A Key Element of Sustainability Reporting

SEPTEMBER 19, 2024

Taxation plays a vital role in achieving the UN Sustainable Development Goals (SDGs), and serves as a key mechanism through which organizations contribute to society, public services, economic development, and social welfare in the countries that they operate in.

Corporates are increasingly under pressure to demonstrate how their tax strategy and practices align with their stated sustainability visions and strategies. Over the years, several large U.S. companies have received shareholder proposals requesting for greater tax transparency, and we continue to see these types of proposals in 2024, signaling that the topic remains of interest to shareholders and other stakeholders.

Publications & White Papers

Total Shareholder Return Gains Popularity in Australia While Bringing Greater Scrutiny of Its Imperfections

SEPTEMBER 4, 2024

Total Shareholder Return (TSR) is an increasingly popular metric for determining long-term incentive (LTI) plans at Australian companies. While the measurement is viewed favorably by many institutional investors as an objective measurement of shareholder value creation, some of its flaws are raising questions among shareholders. An increasing number of ASX100 companies are adopting financial measures that are linked to shareholder returns, such as earnings per share (EPS), return on capital employed (ROCE) and return on equity (ROE), and TSR appears to be the most popular choice. However, simply using TSR as a highly weighted performance condition in an LTI program does not guarantee support from the investment community. Factors associated with the TSR condition, such as the vesting schedule, the peer groups selected, the presence of a positive TSR gateway or the length of the performance periods may arouse criticism and prove a challenge to attract shareholder support.

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Materiality Assessments: Expectations and Best Practices

SEPTEMBER 3, 2024

Over the past decade, the business world has made significant strides in establishing standardized and methodical approaches for corporates developing their sustainability strategies and relevant disclosures. Today, a materiality assessment for identifying and prioritizing key issues has become a basic expectation among stakeholders, with certain jurisdictions beginning to require companies to conduct such assessments according to prescribed standards, including assurance requirements.

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Anti-Greenwashing Regulations Emerge in Canada and the EU

SEPTEMBER 2, 2024

In recent months, Canada and the European Union have forged ahead in passing new legislation aimed at reducing false or misleading environmental claims, a practice commonly referred to as greenwashing. Anti-greenwashing regulations aim to fundamentally improve increased consumer trust, supporting the green transition, and standardizing claims.

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Australian Corporates Lag U.S., European Peers in Climate Disclosure

AUGUST 28, 2024

With the update of Australia’s Sustainable Finance Roadmap in June 2024, Australian corporates are facing tough new rules on climate disclosures as the country aligns itself more closely with global standards related to climate and sustainability goals.

Publications & White Papers

Managing Cyber Risk: Breach Risk Trends in Public Companies

AUGUST 7, 2024

In the two years to January 2024, almost 700 cyber incidents were reported among Russell 3000 companies in the U.S., impacting more than 10% of the firms. One-third of those involved the compromise of a supplier or other third party, and the study also identified substantial third-party aggregate risk concentration across Russell 3000 firms.

Publications & White Papers

Navigating New Air Pollution Regulations: From Compliance to Integrated Strategy

AUGUST 5, 2024

In this report, ISS-Corporate breaks down the new regulatory standards and reviews how they are applied and the steps that companies must take to comply with them. The report also provides analysis on how companies are currently performing in terms of disclosing their emissions and examining the potential benefits of developing a comprehensive Environmental Justice plan.

Publications & White Papers

Are Super Majority Votes Headed for Extinction?

JULY 31, 2024

Shareholder proposals to eliminate supermajority vote requirements are soaring among the biggest listed U.S. companies, a sign that investors feel more well-represented in businesses that make decisions based on a simple majority. The percentage of S&P 500 companies still employing supermajority rules has declined to just over one third, meaning those retaining the practice increasingly look like outliers and may face more scrutiny and pressure to change.

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Responsible Business Conduct: Meeting the Challenge of Increasing Regulations

JULY 25, 2024

As new corporate sustainability regulations come into force around the world, companies are grappling to broaden the scope of their environmental and social strategies to comply with the new requirements. This requires them to identify, understand, and report on a variety of risks related to responsible business conduct.

The EU CSRD and the Corporate Sustainability Due Diligence Directive (CSDDD) are perhaps the most comprehensive regulatory efforts currently addressing responsible corporate behavior. As shown in the table below, ISS-Corporate mapped out key themes covered under the NBR methodology and how they connect to the key disclosure areas per the European Sustainability Reporting Standards (ESRS) under the CSRD.

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July 2024 | Sustainable Finance Market Highlights

JULY 25, 2024

The first half of 2024 registered a total volume of $768bn in green, social, and sustainability (GSS+) bond and loan issuances, with bonds making up almost two thirds of that figure, according to Environmental Finance (EF data).

Within the bond market, green deals still account for the vast majority of issuance (more than 70%), followed by social and sustainability issuances, as highlighted by the Climate Bond Initiative (CBI).

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Canada Pushes Forward with Sustainability Disclosure Standards

JUNE 14, 2024

The Canadian Sustainability Standards Board (CSSB) is moving to establish sustainability disclosure standards for Canadian companies. On March 13, 2024, CSSB published two exposure drafts for the Canadian Sustainability Disclosure Standards (CSDS) – CSDS 1 and CSDS 2 – and announced the opening of a public consultation period during which it will collect feedback on the proposed Standards for the Canadian. Following the end of the 90-day consultation period on June 10, 2024, CSSB will aim to finalize the standards by the end of the fourth quarter of 2024, marking another milestone towards the adoption of sustainability disclosure standards in Canada.

Publications & White Papers

Board Independence in the US: Delaware and a Close Look at Independence

JUNE 11, 2024

  •  A Delaware judge’s decision to void $55.8 billion in compensation for Elon Musk was a noteworthy event for shareholders and corporate issuers, not only regarding compensation, but also the complexities around evaluating director independence.
  •  Traditional measurements used by major exchanges and proxy advisors seem to show that board independence in the U.S. is robust, but some less obvious non-independent traits may lurk beneath the surface.
  • Our research indicates that Delaware courts could more frequently consider non-traditional/non-financial factors in evaluating board independence, process, and fair dealings with shareholders than widely believed.
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Mandatory Climate Disclosure in South Korea

MAY 31, 2024

Mandatory sustainability disclosure has become a reality in South Korea, as the Korea Sustainability Standards Board (KSSB) published the Exposure Draft of the ‘Korean Sustainability Disclosure Standards’ on May 2. While the exact scope and timing of the initiative are yet to be unveiled, starting from 2026, climate-related disclosures will become mandatory.

Publications & White Papers

Japan Shareholder Proposal Landscape 2024: Shareholder Proposals to Focus on Capital Efficiency Long Term Value Creation

MAY 27, 2024

Japan’s corporate governance is evolving, influenced by increasing shareholder activism and initiatives by regulators and the Tokyo Stock Exchange (TSE) to attract global investment. The upcoming proxy season is expected to see a rise in shareholder proposals, with a focus on board independence, capital allocation and environmental issues.

This report looks at the trends in Japanese corporate governance, where there is a growing emphasis on shareholder proposals and capital efficiency. We examine what this means for the upcoming proxy season and the challenges faced by Japanese companies in meeting investor expectations, offering insights into the ongoing transformation and its implications for issuers.

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Pro-ESG Shareholder Proposals Regaining Momentum in 2024

MAY 22, 2024

Governance is back on focus this proxy season, with both the volume and support on proposals aiming to enhance shareholder rights and companies’ governance practices gaining steam. Environmental and social proposals are showing a sign of reversing trend of declining support from the 2021 peak, while anti-ESG proposals are gaining volume but not support.

We reviewed proposals submitted for Russell 3000 company AGMs held between Jan. 1 and May 31 for each year since 2020 to shed light on how investors were bringing up their concerns ahead of the May 23 peak U.S. AGM date, which topics carry the greatest currency, and their level of success.

Publications & White Papers

News and Controversies: How Do Companies Monitor Stakeholder Grievances?

MAY 13, 2024

While responsible business conduct has long been a focus for activists, special interest groups and the socially responsible investment movement, in recent years, more stakeholders are recognizing the importance of global norms for responsible business conduct to prevent and mitigate adverse impact. Governments around the world are demanding more comprehensive disclosures from companies and their investors, creating a feedback loop that increases the focus on these topics.

Monitoring the implementation of responsible business conduct standards across a company’s own operations and along the value chain can prove difficult. For the past several decades, corporate sustainability has been shaped by a variety of global standard-setting initiatives. Many voluntary frameworks are now being incorporated into regulation at the national or regional level. Legal frameworks largely focus on disclosure, yet a growing number of regulatory initiatives also introduce sustainability due diligence obligations.

Publications & White Papers

Mapping TCFD to the IFRS S2 on Climate Disclosures

MAY 6, 2024

The inaugural IFRS Sustainability Disclosure Standards were released by the International Sustainability Standards Board (ISSB) in mid-2023, designed to establish a global baseline for corporate disclosures. They are set to be adopted across several jurisdictions in the next few years. The new rules have garnered global support from 64 jurisdictions to date, with 19 national regulators already consulting on adoption of the recommendations under jurisdictional law.

Whilst based on TCFD, IFRS S2 significantly expands the scope and detail of disclosures required. To assess the concrete implications of this progression, ISS-Corporate performed a detailed cross-standard analysis, asking two key questions: What are the additional disclosures required under IFRS S2? And how well do exemplary climate reports align with IFRS S2?

Publications & White Papers

Sustainability Disclosures in Asia-Pacific: Accelerated Transition to New Standards

APRIL 25, 2024

ISS-Corporate reviewed the level of alignment of corporate disclosures in major Asia-Pacific markets with established frameworks – the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board standards, and the Taskforce on Climate-related Financial Disclosures (TCFD) recommendations – to identify which countries and sectors are better prepared to meet the more ambitious requirements of CSRD and the IFRS Sustainability Disclosure Standards.

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ISS-Corporate Acquires Sustainability Reporting Software Provider, Celsia: Executive Insights

APRIL 24, 2024

ISS-Corporate, a leading provider of compensation, governance, cyber risk monitoring, and sustainability offerings to help companies improve shareholder value and reduce risk, earlier this month announced the acquisition of Celsia, an Oslo-based provider of SaaS solutions for corporate sustainability reporting. Marija Kramer and Petter Reistad outline how this strategic development will advance ISS-Corporate’s position as a holistic provider of sustainability offerings to corporates.

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April 2024 | Sustainable Finance Market Highlights

APRIL 17, 2024

The first quarter of 2024 registered a total volume of $285bn in GSS+ bond and loan issuances, showing signals of recovery compared to the last quarter of 2023, according to Environmental Finance (EF data).

With this addition, the market has now surpassed $4 trillion (EF data). This encouraging start of the year has been fueled by a rise in transition issuances, which are expected to become one of the key themes in the sustainable finance world, as highlighted by Nordea among others (Nordea).

Publications & White Papers

Women on FTSE 350 Boards Make Gains in Line With Tougher U.K. Gender Diversity Requirements

APRIL 12, 2024

Companies in the U.K. and Ireland face heightened expectations from investors for gender diversity in line with the issue’s growing importance for companies. An increasing number of companies have developed their diversity goals in line with their enhanced ESG programs, and some have even linked their executives’ variable pay with meeting their own diversity objectives. While furthering diversity, equity and inclusion used to be optional for companies, it is now a primary requirement that applies to most listed companies.

Publications & White Papers

Regulatory Development in Hong Kong: Elimination of Hong Kong H Class Meetings Sparks Minority Rights Concerns

APRIL 11, 2024

A decision by Chinese financial regulators to cancel separate meetings for a class of shareholders on the Hong Kong stock exchange has sparked concerns among some large institutional investors that the change may weaken minority investor rights.

In this report, ISS-Corporate examines the background, reaction, and implications of removing the class meeting requirement in Hong Kong’s securities market.

Publications & White Papers

Goal Setting in Annual Incentives: CEO Target Goals Reflect Growth Ambitions

APRIL 4, 2024

The majority of target goals set for S&P 1500 CEOs were higher in 2022 than a year earlier when the same metrics were used in annual incentive awards. On the surface, that’s an encouraging outcome as we generally expect companies to grow over time, setting increasingly challenging goals for management teams. But do those goals increase every time previous targets were achieved? And what happens the following year – are the higher goals achieved? Part one of our three-part series examined recent payout levels for annual incentive awards while part two focused on goal level achievement for earnings metrics. In this third and final installment, we take a deeper look at the goal setting process in 2022 and explore the connections between goals and actual outcomes over the span of 2021 and 2022.

Publications & White Papers

Gender Pay Equity: Assessing Corporate Transparency and Performance

APRIL 2, 2024

In recognition of the recently observed Women’s History Month in March and the United Nations-recognized International Women’s Day (March 8), ISS-Corporate reviews the state of pay equity practices based on corporate disclosures, with a focus on gender. The analysis includes an overview of legislation and shareholder initiatives that influence gender pay gap disclosures, while also sharing a review of disclosure data across geographic regions, as well as quantitative gender pay gap figures for publicly held companies.

Publications & White Papers

Addressing Impacts: EU Rules Cement Long-Standing Due Diligence Commitments

MARCH 22, 2024

The adoption of the EU’s Corporate Sustainability Due Diligence Directive (CSDDD) signals broad consensus on the importance of robust controls to prevent adverse impacts of business activities on people and the environment. Notwithstanding significant concessions on the ambitious proposal presented by the European Commission over two years ago, this regulation will drive the harmonization of sustainability due diligence obligations in the EU and beyond.

Publications & White Papers

AI and Board Of Directors Oversight: AI Governance Appears on Corporate Radar

MARCH 21, 2024

Artificial intelligence (AI), the use of technology to execute or simulate processes that would otherwise require human intelligence, is quickly evolving. Companies have begun to use the rapidly expanding technology to help achieve efficiency, increase competitive advantages, and enhance engagement with stakeholders. Early adopters are implementing AI in a variety of ways, such as sales/marketing, product development, and legal.

Reflecting the rising importance of AI’s impact on businesses, some companies are recruiting directors with AI expertise and establishing board-level oversight. To assess how boards may evolve to manage and oversee this new area of potential risks and opportunities, ISS-Corporate examined S&P 500 company DEF 14As filed from September 2022 through September 2023 for mentions of board oversight and director skills related to AI.

Special Grants Who Gets Them and How Much

Special Grants: Who Gets Them and How Much?

MARCH 19, 2024

Special grants — equity awards made outside of regular annual compensation — can be an effective compensation vehicle but can also generate investor concern if they are perceived as excessive or unjustified. These grants may take the form of new hire or promotion awards, one-time retention awards or one-time incentives, and are often rationalized as helping to attract, retain and incentivize executives.

In this report, ISS-Corporate analyzes non-cash special grants awarded to CEOs in the U.S. in fiscal year 2022 to shed light on how they are used in compensation packages and whether the controversy surrounding their use is merited.

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A Global Baseline? How to Navigate Interoperability Across Sustainability Reporting Rules

MARCH 11, 2024

Sustainability reporting rules developed by the International Sustainability Standards Board (ISSB) for the IFRS Sustainability Disclosure Standards are set to be adopted across jurisdictions in the next few years, establishing a global baseline for corporate disclosures. This represents an opportunity for companies to harmonize their sustainability data in a complex regulatory environment. Adopting these new standards as early as possible and understanding their interoperability with other regulations are crucial considerations for sustainability leaders.

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SEC Adopts Climate Disclosure Rule: Key Takeaways for Corporates

MARCH 8, 2024

On Wednesday, March 6, the U.S. Securities and Exchange Commission (SEC) approved a rule that will require climate-related disclosures for many public companies.

The SEC’s climate rule mandates certain standardized climate-related disclosures from registrants, many of which depend on a “materiality” assessment. The final rule contains several substantive changes from the proposed rule, which was first released almost two years ago. Some of the high-profile changes include the removal of all requirements pertaining to Scope 3 emission reporting, the narrowing of Scopes 1 & 2 disclosure requirements to only larger registrants and only when material, the narrowing of several prescriptive board- and management-related climate oversight disclosures, and the removal of certain line-item disclosure requirements.

2024 U.S. Proxy Season Preview: Governance Back on Agenda While Sustainability Recedes

2024 U.S. Proxy Season Preview: Governance Back on Agenda While Sustainability Recedes

FEBRUARY 29, 2024

The 2024 proxy season opened with two explosive court cases: a landmark Delaware court ruling that vacated Elon Musk’s pay and ExxonMobil’s court challenge to exclude a shareholder proposal on greenhouse gas emissions reduction from the proxy. These court cases highlight the emerging tensions between corporates and their shareholders. While calls for more robust governance and board accountability are growing, pressure against Environmental & Social considerations is increasing. Both investors and issuers will need to navigate these sometimes-competing trends carefully and evaluate the impact their actions may have on various constituencies as issuers prepare their proxies and shareholders cast their votes.

ISS-Corporate has examined key themes, trends, and notable shareholder proposals that are likely to shape the discourse during the proxy season.

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January 2024 | Sustainable Finance Market Highlights

JANUARY 23, 2024

Q4 2023 saw $227bn of GSS+ bond issuances, bringing the final volume for 2023 to about $785bn, according to ICMA (Quarterly Report).

The figure means the market fell short of the total for 2022, which amounted to $925bn in issuances.

Looking at 2024, a variety of forecasts have been released, and expectations in general remain positive following a 2023 marked by high inflation and general market uncertainty. Market growth is expected to be fueled by EU issuers, with the EU Commission announcing it intends to issue €75 billion worth of bonds in the first half of 2024, primarily to finance the NGEU program (Environmental Finance). The trends seen in 2023 will continue despite geopolitical challenges, and green bonds will still be the most common format, according to Crédit Agricole CIB ESG Fixed Income Research.

ISS-Corporate People Problems - The Human Element of Cyber Risk

People Problems: The Human Element of Cyber Risk

JANUARY 17, 2024

The recent high-profile cyberattacks on MGM Resorts International and Caesars Entertainment underscored the role of human failure in exposing a company’s IT systems to bad actors. Recent research shows that about three quarters of cyber incidents involve some sort of human misstep.

In this report, ISS-Corporate explores the connections between human skills, staffing, and cyber outcomes to identify vulnerabilities and help determine the likelihood that a particular company will face a major breach.

ISS-Corporate Market Turbulence - TSR Volatility Over the Last Few Years

Market Turbulence: Volatile Years Underscore the Importance of Relative TSR

JANUARY 10, 2024

Over the last few years, a multitude of historic events have contributed to economic turbulence that has unevenly impacted stock price performance across different market segments. Understanding industry and market trends and the key drivers of valuations over the period is crucial in evaluating a company’s performance against its most relevant industry peers and making informed decisions on executive compensation. In this paper, ISS-Corporate breaks down the key factors that are contributing to market volatility and dives into key trends affecting TSR.

Navigating California Senate Bills 261 and 253 and the Evolving Landscape of Climate Disclosure

Navigating California Senate Bills 261 and 253 and the Evolving Landscape of Climate Disclosure

JANUARY 8, 2024

California continues to be at the forefront of environmental regulation, enacting the Climate-Related Financial Risk Act (SB261) and the Climate Corporate Data Accountability Act (SB 253) in October 2023. The new legislation adds to a broader global trend of stricter and more extensive climate disclosure requirements for companies.

In this paper, ISS-Corporate breaks down the new regulation and looks at what type of companies and industries are currently the best prepared to meet the new standards. We also take a look at the steps that companies should take to get ready for evolving disclosure requirements in both the U.S. and Europe.

2023
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COP28: Businesses Step Up in Global Climate Debate

DECEMBER 20, 2023

COP28, this year’s annual United Nations climate summit, was marked by a surge in corporate participation, with business and private sector representatives significantly outnumbering government delegates. This shift underscores the growing role of the private sector in shaping the goals, targets and agreements that set the path toward net zero.

What Falling MSoP Support Says About Investor Expectations

What Falling MSoP Support Says About Investor Expectations

DECEMBER 13, 2023

Shareholder support for Management Say-on-Pay (MSoP) proposals has declined steadily since 2019 even though U.S. company performance, as measured by Total Shareholder Return, consistently improved.

ISS-Corporate analyzed the relationship between MSoP votes and TSR, CEO compensation, and other pay components over from the beginning of 2019 to July of this year to uncover the possible causes of this rising investor discontent. We looked at the components of pay packages, including how much is based on performance, the mix between stock and cash awards and the total amount of compensation.

ISS-Corporate Are Target Goals For CEOs Too Soft?

Earnings Goal Achievement in Annual Incentives: Are Target Goals for CEOs Too Soft?

DECEMBER 5, 2023

More than two-thirds of U.S. CEOs achieved or exceeded their target goals and earnings goals in 2022, with one out of four reaching their maximum goal levels. While these achievement rates result in handsome rewards for executives, consistently elevated rates of achievement raise questions about the rigor of the goal-setting process and may set a dangerous precedent for future payout expectations. In this second installment of our 3-part series, ISS-Corporate examines goal achievement in short-term (or annual) incentive awards as a whole and by metric groups. We also take a closer look at earnings metrics, which are the most prevalent group of financial metrics, and note industry-specific nuances.

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Glacial Progress for Ethnically Diverse Boards in Canada

NOVEMBER 21, 2023

Underrepresented ethnic groups have all made progress in obtaining board seats in Canada over the last five years; unfortunately, the pace is slow. At the current rate, it would take 10 years for overall board representation of diverse ethnicities to match the country’s demographic makeup.

In this report, ISS-Corporate looked into Institutional Shareholder Services data on Canadian boards from 2019 to 2023 to track the changes in ethnic composition. Our analysis considers on average 229 S&P/TSX 60 and S&P/TSX Composite companies with around 2,200 board seats per year.

ISS-Corporate Incentivizing What Matters 2.0

Incentivizing What Matters 2.0: A Cross-Continental Review of Sustainability-Linked Executive Incentives

NOVEMBER 8, 2023

The use of sustainability-linked targets in executive compensation schemes continues to spread among U.S. and European companies.

ESG targets represent a growing percentage of overall pay opportunities for executives in both short-term long-term incentives. However, many questions remain over transparency, their effectiveness and how and when they are used.

In this report, ISS-Corporate examined sustainability incentive trends in the U.S. and Europe to show how they have progressed since our previous report in 2021 and to explore common hurdles to building effective performance metrics that align executive incentives with sustainable long-term value creation.

Cyber Governance Growing Expectations for Information Security Oversight and Accountability

Cyber Governance: Growing Expectations for Information Security Oversight and Accountability

OCTOBER 19, 2023

Information security is increasingly being viewed as a key corporate governance issue within the investment community, and expectations are growing for public issuers to have robust programs and strategies to help mitigate cybersecurity threats. Businesses that fail to adopt such measures risk becoming market laggards and may face increased risk of a material security breach. In this report, ISS-Corporate analyzes trends in cybersecurity governance and finds that while U.S. corporates have shown signs of taking the issue more seriously, progress is mixed.

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October 2023 | Sustainable Finance Market Highlights

OCTOBER 16, 2023

Q3 2023 saw $176.5bn in GSS+ bond issuances, bringing the year-to-date volume to $716bn, according to Environmental Finance. While that remains shy of the approximately $200bn issuance volume in the same quarter of 2022, the last three months of the year are expected to bridge this gap and replicate the $910bn total issuance in 2022.

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Golden Parachutes Face Investor Scrutiny

OCTOBER 11, 2023

Investor scrutiny of executive “golden parachutes” is on the rise, alongside an increase in the average value of such executive exit packages. Amid challenging economic conditions, shareholders and corporate governance advocates are showing increased interest in curbing excessive CEO and executive financial windfalls upon termination.

In this report, ISS-Corporate found that the third most prevalent shareholder proposal by count this year is “Submit Severance Agreements (Change-in-Control) to a Shareholder Vote,” or, put more simply “say on golden parachutes.” This type of proposal has been increasingly cropping up on companies’ proxy ballots and a handful have even won majority support. There could be more to come.

Publications & White Papers

Hispanics Underrepresented on U.S. Boards Despite Recent Gains

OCTOBER 4, 2023

About 19% of the U.S. population identifies as Hispanic, but the proportion of Hispanics serving on U.S. corporate boards is far lower. While representation has seen substantial growth by percentage over the last five years, the starting point was significantly lower than that seen by other ethnic groups. As we celebrate Hispanic Heritage Month (September 15 – October 15), ISS-Corporate examines the current state and trends of Hispanic and Latin American board representation at U.S. corporations.

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MGM Cyber Breach: Rethinking the Odds

SEPTEMBER 22, 2023

MGM Resorts International suffered a major cybersecurity breach that affected everything from electronic hotel room keys to the operations of its casinos and websites. How could such a large, well-resourced and security conscious company fall victim to such damaging attacks and what can the rest of the corporate world learn from it?

Maximizing your chances of staying safe requires that you constantly monitor for risk, discovering your own weaknesses, and keeping track of the odds – both for your own company and your industry. Leveraging the ISS ESG Cyber Risk Score, ISS-Corporate compared the cyber security risk of the gaming sector against the broader market and found that companies in the sector are 30% more likely to incur a significant breach event in the next 12 months.

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Annual Incentive Payouts: Are Target Goals Too Modest?

SEPTEMBER 21, 2023

Well-designed performance awards motivate executives to grow their businesses, streamline operations and deliver value to shareholders; but when poorly designed, they serve as cash machines for executives delivering mediocre results. In this report, ISS-Corporate examined the performance of S&P 1500 CEOs against their targets over the last five years to find the similarities and differences between industries and between smaller and larger companies.

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What ‘Perks’ Can Tell Us About Executive Compensation

SEPTEMBER 11, 2023

With salary, annual bonuses, and long-term equity grabbing most of the headlines, perquisites, or “perks” are often overlooked as a vital component of an executive’s compensation package. Despite their obscurity, incentives ranging from personal use of company aircrafts to relocation expenses remain widely used tools across the U.S. corporate landscape and can act as a guide to broader trends in executive compensation and the business environment.

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2023 Proxy Season Digest

SEPTEMBER 6, 2023

Each year during proxy season, ISS-Corporate analyzes recently collected data from Russell 3000 company filings. This year we focused on director support and diversity, executive compensation, and shareholder proposals. In this season-ending review, we aggregate our findings for a comprehensive lookback on the 2023 proxy season.

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Due Diligence: A Core Concept Underpinning the CSRD Framework

SEPTEMBER 1, 2023

The European Sustainability Reporting Standards (ESRS), adopted at the end of July, require companies to comprehensively report on their due diligence processes under the four pillars of governance; strategy; impact, risk and opportunities; metrics and targets.

This covers how companies embed due diligence in governance, strategy, and business models, engage with affected stakeholders, identify and assess negative impacts on people and the environment, take action to address those impacts and track the effectiveness of these effort.

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Who are the New Directors? A Look at the Demographic Make up of the Latest Independent Board Directors

AUGUST 28, 2023

Bringing on new board members presents a valuable opportunity for companies to benefit from fresh insights and expertise. In the following analysis, ISS Corporate-examined the current directors across Russell 3000 companies to understand the diverse composition of the most recent group of independent directors.

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Investors Press U.S. Boards To Separate Chair, CEO Roles

AUGUST 23, 2023

The first half of 2023 saw a significant increase in the number of shareholder proposals calling for an independent board chair that went to a vote. Support levels for such proposals increased slightly, contrasting with a decline in support for shareholder proposals that went to a vote overall.

In this report, ISS-Corporate examines independent chair proposals, shareholder support levels for such proposals, and the presence of combined chair-CEO roles over the last 10 years to assess evolving trends in the landscape over time. For further insights, download the full report.

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Are European Companies Ready for Scope 3 Disclosures?

AUGUST 10, 2023

Under new European Union (EU) sustainability reporting rules, companies will be required to make a deep assessment of their Scope 3 emissions.

The EU’s Corporate Sustainability Reporting Directive (CSRD) calls on companies to disclose information about the integration of climate-related impacts, risks and opportunities into their business strategies. Scope 3 emissions represent the majority of most companies’ GHG emissions.

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ESRS: A New Chapter in Sustainability Reporting

JULY 31, 2023

On July 31, 2023, the European Commission adopted the first set of European Sustainability Reporting Standards (ESRS), which require companies to provide comprehensive and robust information about social and environmental impacts, risks and opportunities to a broad group of stakeholders.

In this report, we break down the ESRS’ implications for companies, investors, customers and other stakeholders. We also examine the practical steps that corporates may take to prepare themselves for the new disclosure requirements.

SEC Cybersecurity Rules Set New Hurdles for Public Companies

SEC Cybersecurity Rules Set New Hurdles for Public Companies

JULY 28, 2023

On July 26, 2023, The Securities and Exchange Commission adopted new rules requiring public companies to annually disclose their cybersecurity risk management strategies and governance methods, and to promptly disclose material cybersecurity incidents. While the rules mandate only disclosures, they will strongly incent companies to adopt more robust cyber risk assessment and monitoring programs. Companies must provide the broader disclosures about their cyber policies beginning with the annual reports for fiscal years ending on or after December 15, 2023. The rules on reporting cybersecurity incidents will go into effect later this year.

In this report, ISS-Corporate takes a deep dive into how and when the regulations apply and looks at their potential impact on companies and their stakeholders and on the improvement of corporate cybersecurity overall.

Gender Diversity in Canadian Corporations - Rise in Board Seats for Women Hides Scant Progress in Leadership Roles

Gender Diversity in Canadian Corporations: Rise in Board Seats for Women Hides Scant Progress in Leadership Roles

JULY 26, 2023

Gender diversity on boards and among board leadership positions brings financial and non-financial benefits that go beyond a company’s ESG performance. Canada, like many other countries, has seen women make gains both in terms of total board seats and the percentages they represent on boards.

But that only tells part of the story. Our research shows that those numerical gains are not matched by increases in women holding leadership roles such as the heads of compensation, audit and nominating committees, while female CEOs remain few and far between.

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How Metrics Can De-Mystify Third-Party Cyber Risk

JULY 20, 2023

In an increasingly connected and networked corporate world, cyber risk generated by third parties is a growing concern for corporate boards and other stakeholders. Applying the ISS ESG Cyber Risk Score’s Incident Type Likelihood model, ISS-Corporate found that a third-party breach is the “most-likely” type of future cyber incident to impact organizations when compared to all other incident types.

Publications & White Papers

July 2023 | Sustainable Finance Market Highlights

JULY 14, 2023

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.

Publications & White Papers

Canada Regulatory Update: New Reporting Requirements on Modern Slavery

JULY 11, 2023

With the adoption of Bill S-211, Canada becomes the latest country to pass legislation requiring companies to assess and report on Modern Slavery risks throughout a company’s supply chain.

Certain government institutions and business entities will be required to report annually on their efforts to prevent or reduce the likelihood of forced labor and child labor playing a part in their supply chains. The first of these reports is due by the end of May 2024. Research by ISS-Corporate shows that many of the companies traded on Canada’s benchmark TSX index have not taken initial steps to proactively implement corporate supplier policies and programs that may mitigate compliance risks with future regulations under the Act.

Publications & White Papers

U.S. CEO Compensation Advantage Grows vs. U.K. Peers

JULY 4, 2023

The pay gap between CEOs in the S&P 500 and U.K.’s FTSE 100 widened from 2018 to 2022, with the growing advantage for U.S. chiefs largely driven by long-term incentive plans (LTIPs) and corresponding pay opportunity levels for S&P 500 companies. Corporate growth, both in terms of market value and revenue, was significantly higher on the U.S. side of the Atlantic during the period. In this analysis, ISS-Corporate highlights several key differences in CEO compensation between the U.S. and the U.K.

Featured image For Corporate Boards,Cyber Risk is ESG Risk

For Corporate Boards, Cyber Risk is ESG Risk

JUNE 6, 2023

In this interview with IQ 360, Doug Clare, Managing Director and Head of Cyber Strategy at ISS-Corporate, talks about how third-party risk management, cybersecurity and all the pillars of ESG are becoming ever more interconnected. “This year I noticed a conspicuous change in focus: suddenly, everyone from the keynote speakers to executives meeting in private suites was talking about the full scope of Environmental, Social and Governance (ESG) issues, which are becoming an increasing priority for investors and board members” said Clare.

Publications & White Papers

What the New Disclosures Say About Pay vs Performance

MAY 2023

The Securities and Exchange Commission last year implemented new rules to help stakeholders track the relationship between a company’s performance, as measured by total shareholder return, and executive compensation. ISS-Corporate examines disclosures made since the rule took effect in October 2022 to see how closely pay and performance were aligned.

Publications & White Papers

U.S. Shareholder Proposals Jump to a New Record in 2023

MAY 2023

In this report, ISS-Corporate reviewed proposals submitted for Russell 3000 company AGMs held between Jan. 1 and May 31 for each year since 2019 to shed light on how investors were bringing up their concerns ahead of the May 25 peak U.S. AGM date, which topics carry the greatest currency, and their level of success.

Publications & White Papers

Relative TSR: Measuring Performance in a Tough Market

MAY 2023

In this report, ISS-Corporate analyzed relative TSR metrics across the S&P 500 to review how companies weathered the storm compared with their peers. We found that less than half (40 percent) of companies maintained the same relative positioning between December 2021 and December 2022, but, as always, high-level aggregate statistics don’t tell the full story.

Publications & White Papers

Climate Data Gaps: Are Corporates Prepared for Incoming Regulation?

MAY 2023

In this report, ISS-Corporate analyzed relative TSR metrics across the S&P 500 to review how companies weathered the storm compared with their peers. We found that less than half (40 percent) of companies maintained the same relative positioning between December 2021 and December 2022, but, as always, high-level aggregate statistics don’t tell the full story.

Publications & White Papers

Regulators Target Modern Slavery, Environmental Abuses in Supply Chains

APRIL 2023

In this report, ISS-Corporate examined the rapidly evolving corporate sustainability landscape, including national and international regulatory regimes, and how they influence the level of due diligence practiced by companies.

Publications & White Papers

ESG Disclosure Trends in Europe: Climate, Labor Lead Improvements

APRIL 2023

In this report, ISS-Corporate examined European corporate disclosures from 2022 to identify which areas showed the greatest and least improvement.

Publications & White Papers

Women Taking More Board Seats, But Progress Mixed

APRIL 2023

To mark Women’s History Month in March, ISS-Corporate examined the latest trends in gender diversity among U.S. public company (Russell 3000) boards and C-suites. We tracked the progress, from 2020 to the beginning of 2023, of female representation on boards, the proportion of women in leadership roles, the percentage of women CEOs, chairs, lead directors, and named executive officers.

Publications & White Papers

ESG Disclosure Trends in Canada: Climate Reporting Leads the Way

APRIL 2023

In this report, ISS-Corporate reviewed and analyzed ISS Environmental & Social QualityScore data covering companies in Canada’s S&P/TSX Composite Index to identify the most notable environmental and social disclosure improvements in Canada for 2022 and compare disclosures from the end of last year with the end of 2021.

Publications & White Papers

ESG Disclosure Trends in the U.S.: Transparency Continues to Improve

APRIL 5, 2023

In this report, ISS-Corporate reviewed and analyzed ISS Environmental & Social QualityScore data covering companies in the Russell 3000 Index to identify the most notable environmental and social disclosure improvements in the U.S. for 2022.

Banner for April 2023 Sustainable Finance Market Highlights

April 2023 | Sustainable Finance: Market Highlights

APRIL 1, 2023

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.

Publications & White Papers

Gender Diversity Grows on Asian Boards But Still Lags the West

MARCH 3, 2023

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.

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Russell 3000 Boards Becoming More Diverse

FEBRUARY 22, 2023

ISS-Corporate took a look at the diversity trend in the Russell 3000 over five years, with a special focus on Black/African American directors in recognition of Black History Month.

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EU Female director quotas are coming: Is Europe ready?

FEBRUARY 13, 2023

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.

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Dual Class Share Structures: The European Experience

FEBRUARY 6, 2023

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

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Shareholder Resolutions in Review: Fossil Fuel Lending and Underwriting

JANUARY 20, 2023

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

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Shareholder Resolutions in Review: Racial and Gender Pay Gaps

JANUARY 20, 2023

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.

Publications & White Papers

Biodiversity COP15: Key Takeaways for Companies

JANUARY 18, 2023

The proceedings at 2022’s Biodiversity COP15 were closely watched by ISS and reports have been prepared by the ISS ESG & ISS-Corporate business units. In this paper, ISS-Corporate examines the key takeaways for companies.

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SEC Seeks to Clarify Universal Proxy Card Rules

JANUARY 12, 2023

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.

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January 2023 | Sustainable Finance: Market Highlights

JANUARY 1, 2023

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.

2022
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SEC Strategic Plan 2022-2026: Keeping up with Evolving Risks

DECEMBER 15, 2022

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.

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Dual Class Share Structures: Is the Sun Setting Too Slowly?

DECEMBER 13, 2022

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

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Governments Stall, Corporates Forge Ahead: Key Takeaways for Companies from COP27

DECEMBER 1, 2022

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.

Publications & White Papers

Cybersecurity Disclosures: What Progress Has Been Made?

NOVEMBER 14, 2022

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.

Publications & White Papers

Taking Off: The Role of Carbon Offsets in Corporate Climate Strategy

NOVEMBER 7, 2022

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.

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Feet on the Accelerator: Fewer Companies Willing to Relinquish Power to Advance Equity Vesting

OCTOBER 28, 2022

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

Publications & White Papers

ESG and C: Does Cybersecurity Deserve Its Own Pillar in ESG Frameworks?

OCTOBER 26, 2022

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.

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Shareholder Resolutions in Review: Labor Issues

OCTOBER 26, 2022

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.

Publications & White Papers

Keeping Up With The Rules: Cybersecurity Incident Reporting Regulation Across Markets

OCTOBER 17, 2022

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

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Corporate Equity Plans: Where Shareholder Comfort Meets Administrator Flexibility

OCTOBER 13, 2022

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.

Publications & White Papers

SEC Cybersecurity Disclosure Rules: What’s Coming and Who’s Reacting

OCTOBER 4, 2022

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.

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October 2022 | Sustainable Finance: Market Highlights

OCTOBER 1, 2022

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

Publications & White Papers

SAY-ON-PAY: How Responsive Companies Can Win Back Shareholder Support

SEPTEMBER 29, 2022

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.

Publications & White Papers

The Rise of Say on Climate Proposals

SEPTEMBER 20, 2022

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

Publications & White Papers

Proxy Season Digest 2022

SEPTEMBER 19, 2022

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

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Clawback Policies: Evolving Market Norms and SEC Rules

SEPTEMBER 13, 2022

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.

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SEC Adopts Final Rules on Pay versus Performance Disclosures

AUGUST 31, 2022

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.

Publications & White Papers

Australia’s Net Zero Strategies

AUGUST 26, 2022

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.

Publications & White Papers

China’s Net Zero Strategies

AUGUST 26, 2022

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.

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Shareholder Resolutions in Review: Civil Rights Audit

AUGUST 24, 2022

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.

Publications & White Papers

SEC Climate Disclosure Comments Reveal Diversity of Views

AUGUST 19, 2022

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.

Publications & White Papers

S&P 500 Dilution: One Size Doesn’t Fit All

AUGUST 2, 2022

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.

Publications & White Papers

ISSB Advances Drive Towards Global Sustainability Reporting Standards

JULY 28, 2022

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.

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July 2022 | Sustainable Finance: Market Highlights

JULY 1, 2022

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.

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Shareholder Resolutions in Review: Political Spending

JUNE 23, 2022

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.

climate-lobbying

Shareholder Resolutions in Review: Lobbying Disclosures

JUNE 21, 2022

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.

sec-brazil-esg-disclosures

SEC Brazil Dam Lawsuit Puts ESG Disclosures in Focus

JUNE 1, 2022

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.

Publications & White Papers

Season Snapshots: Japan TOPIX 500

MAY 25, 2022

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.

sec-climate-rules

SEC Extends Climate Rules Comment Period as Complaints Abound

MAY 20, 2022

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.

ceo-pay

S&P 500 CEO Pay Proposals Face Growing Investor Disapproval

MAY 18, 2022

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.

ics-share-pledges-lose-popularity

Share Pledges Lose Popularity as Companies Clamp Down

MAY 10, 2022

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.

Publications & White Papers

U.S. CEOs Widen Pay Gap With CFOs

MAY 5, 2022

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.

Publications & White Papers

Corporates and Nature: Going Beyond Climate

MAY 4, 2022

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.

Publications & White Papers

New SEC Climate Change Risk Disclosure Regulations

APRIL 6, 2022

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.

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April 2022 | Sustainable Finance: Market Highlights

APRIL 1, 2022

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.

ics-womens-history-month

Women’s History Month: Female Chairs

MARCH 31, 2022

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.

Publications & White Papers

Season Snapshots: FTSE 100 Index

MARCH 29, 2022

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.

ics-womens-history-month

Women’s History Month: Women on Boards

MARCH 25, 2022

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.

ics-womens-history-month

Women’s History Month: Female CEOs

MARCH 21, 2022

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.

Publications & White Papers

Season Snapshots: Canada S&P/TSX

MARCH 14, 2022

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.

Publications & White Papers

Season Snapshots: U.S. S&P 500

MARCH 14, 2022

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.

Publications & White Papers

Data Snapshot: Board and Workforce Racial Diversity

FEBRUARY 28, 2022

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.

Publications & White Papers

Season Snapshots: Korea KOSPI

FEBRUARY 24, 2022

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.

Publications & White Papers

Incentivizing What Matters: Designing Meaningful ESG Metrics for Executive Compensation

FEBRUARY 18, 2022

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.

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January 2022 | Sustainable Finance: Market Highlights

JANUARY 1, 2022

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.

Publications & White Papers

Examining the Rise of Environmental & Social Shareholder Resolutions

JANUARY 2022

Environmental and social (E&S) shareholder proposals are on the rise at U.S. companies, with a growing number of mainstream investors recognizing their materiality and supporting such resolutions. A year-end analysis by ISS-Corporate found that 31 E&S shareholder proposals received majority support over the last four years, with the highest yearly number (14) in 2021. In this whitepaper, ISS-Corporate’ senior editors provide a detailed overview of the E&S shareholder resolution landscape, including what’s fueling their recent support.

Publications & White Papers

Where to on Environmental Risk Disclosures?

JANUARY 2022

Corporate decision-making on the selection and use of an ESG disclosure framework—whether TCFD, CDP, or some other standard—is proving to be a challenging but necessary endeavor for many public companies and their investors.

Publications & White Papers

Corporate Recycling is Not Rubbish. Here’s Why.

JANUARY 7, 2022

Recycling programs offer a meaningful and valuable mechanism to mitigate the growing damage caused by excessive waste. Investors are increasingly interested in understanding what steps corporate issuers are taking to reduce their waste impact, including through their use of recycling programs and initiatives.

2021
Publications & White Papers

Characterized to Fail? Examining the Role of Board Demographics in Say on Pay Outcomes

DECEMBER 10, 2021

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?

Publications & White Papers

ISS-Corporate Client Bulletin | Accounting for Spring-loaded Compensation

DECEMBER 6, 2021

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.

Publications & White Papers

Within Range: How to Establish Your Short-Term Incentive Pay Goals

NOVEMBER 22, 2021

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.

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ISS-Corporate Client Bulletin | Introducing the Universal Proxy Card

NOVEMBER 17, 2021

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.

Publications & White Papers

ISS-Corporate Client Bulletin | Turning Back the Clock on Shareholder Proposal No-Actions

NOVEMBER 10, 2021

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.

Publications & White Papers

ISS-Corporate Client Bulletin | Executive Compensation Clawbacks: Comment Period Reopened

NOVEMBER 3, 2021

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.

Publications & White Papers

Cybersecurity Awareness Month 3-Part Series: Cybersecurity Disclosures, Industry Risk Analysis, and Corporate Board Oversight

NOVEMBER 2, 2021

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.

Publications & White Papers

ISS-Corporate Client Bulletin | Gauging the Impact of Proposed Changes to the NYSE’s Vote Counting Standard

OCTOBER 18, 2021

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.

Publications & White Papers

Peer Groups and CEO Pay Positioning

OCTOBER 14, 2021

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.

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October 2021 | Sustainable Finance: Market Highlights

OCTOBER 1, 2021

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.

Publications & White Papers

Incentivizing What Matters: Designing Meaningful ESG Metrics for Executive Compensation

SEPTEMBER 30, 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.

Publications & White Papers

Corporate Climate Action Series: Climate Policies & Risk Mitigation, GHG Emissions Reduction Goals and Biodiversity

SEPTEMBER 21, 2021

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.

Publications & White Papers

TCFD Alignment: The Shift To Mandatory Reporting

SEPTEMBER 16, 2021

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.

Publications & White Papers

The Case for Companies Taking Climate Action

AUGUST 10, 2021

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.

Publications & White Papers

2021 Proxy Season Digest: Shareholder Proposal Engagement

AUGUST 16, 2021

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.

Publications & White Papers

2021 Proxy Season Digest: Executive Compensation

AUGUST 9, 2021

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.

Publications & White Papers

2021 Proxy Season Digest: Governance

JULY 28, 2021

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.

Publications & White Papers

2021 Proxy Season Digest: Governance

JULY 28, 2021

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.

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July 2021 | Sustainable Finance: Market Highlights

JULY 1, 2021

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.

Publications & White Papers

Measuring Drivers of Capital Efficiency and Value Creation

MAY 3, 2021

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.

Publications & White Papers

Materiality: Defining, Assessing, and Getting Started

APRIL 20, 2021

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.

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April 2021 | Sustainable Finance: Market Highlights

APRIL 1, 2021

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.

Publications & White Papers

2021 Equity Plan Outlook

FEBRUARY 26, 2021

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.

2020
Publications & White Papers

When Options Are Under Water

OCTOBER 28, 2020

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?”

Publications & White Papers

Bang For Your Buck – Are Realizable Pay Disclosures Earning Their Return on Investment for S&P 500 Companies?

OCTOBER 26, 2020

“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.

Publications & White Papers

2020 US Equity Compensation Plans

OCTOBER 26, 2020

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

Publications & White Papers

Incentivizing Diversity

SEPTEMBER 22, 2020

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.

Publications & White Papers

Increased ESG Sensitivity in Hong Kong: A Review of the Recent Trends and Market Landscape

JULY 1, 2020

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.

Publications & White Papers

Rightsizing the EVA Way in the COVID Economy

JUNE 11, 2020

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.

Publications & White Papers

Strong EVA Fundamentals Outperform in Market Corrections

JUNE 11, 2020

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.

Publications & White Papers

Strategies in Peer Group Selection During A Pandemic

MAY 18, 2020

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.

Publications & White Papers

Gauging the Impact of COVID-19 on Market Expectations Through the EVA Lens

MAY 4, 2020

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.

Publications & White Papers

Impact of COVID-19 on Relative TSR Plans

APRIL 27, 2020

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.

Publications & White Papers

The Impact of COVID-19 on Australian Issuers

APRIL 27, 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.

Publications & White Papers

The Impact of COVID-19 on Incentive Compensation – EMEA

APRIL 24, 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 incentive compensation in EMEA and what companies can do about it.

Publications & White Papers

Annual General Meetings & COVID-19

MARCH 31, 2020

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.

Publications & White Papers

The Impact of COVID-19 on Incentive Plans

MARCH 30, 2020

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.

Publications & White Papers

The Top Three European Trends to Watch in 2020

FEBRUARY 24, 2020

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.

2019
Publications & White Papers

2019 Canadian Post-Season Review

DECEMBER 6, 2019

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

Publications & White Papers

2019 US Equity Compensation Plans Overview and Trends

OCTOBER 28, 2019

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.

Publications & White Papers

Director Overboarding – Global Trends, Definitions, and Impact

AUGUST 9, 2019

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.

Publications & White Papers

Use EVA to Improve Your Board’s Financial IQ

AUGUST 7, 2019

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.

Publications & White Papers

Early Review of 2019 US Proxy Season Vote Results

JUNE 18, 2019

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.

Publications & White Papers

The Seven Venial Sins of Executive Compensation

JUNE 4, 2019

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.

Publications & White Papers

2019 U.S. Executive Compensation Trends

APRIL 30, 2019

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.

Publications & White Papers

Excerpts from ISS U.S. E&S Proxy Season Preview Report

APRIL 22, 2019

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

Publications & White Papers

ESG Considerations for Taiwan-listed Corporates

MARCH 27, 2019

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.

Publications & White Papers

Using EVA in Pay-for-Performance Analysis

MARCH 25, 2019

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

Publications & White Papers

Using EVA in Pay-for-Performance Analysis

MARCH 25, 2019

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.”

Publications & White Papers

An Interview with the ISS US Compensation Team

MARCH 13, 2019

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.

Publications & White Papers

An Early Look at 2019 US Shareholder Proposals

MARCH 12, 2019

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.

Publications & White Papers

Insights into Value Creation: Using EVA to Measure Performance

FEBRUARY 24, 2019

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.)

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Corporate Governance & Compensation in Europe 2019

JANUARY 30, 2019

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?

Publications & White Papers

Overcoming Common Objections to Making CD&A Changes

JANUARY 28, 2019

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.

Publications & White Papers

Top 10 Corporate Governance Topics to Watch in 2019

JANUARY 16, 2019

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.

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