Publications & White Papers


The Corporate Governance World in 2019

JANUARY 30, 2019

This report reviews upcoming corporate governance trends and developments for 2019. Some of the common themes among the various regions include a continued attention to board composition, including diversity and independence, a significant number of regulatory reforms and amendments to corporate governance codes, an increased focus on environmental and social risks, as well as continued scrutiny on executive compensation practices.


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 4, 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.

Publications & White Papers

2018 US Equity Compensation Plans Overview and Trends

DECEMBER 3, 2018

This report details key trends for equity plans based on the 2018 proxy season.

  • Shareholder-friendly plan features are gaining traction year over year.
  •  The repeal of section 162(m) is having a dramatic impact on equity plan proposals.
  • Specific aspects of plans may lead to higher levels of shareholder opposition.
  • The pharmaceuticals and technology industries tend to grant the most equity.
  • Equity grants in real estate and utilities industries are concentrated at the executive level, but their median dilution level is low.
Publications & White Papers

The EVA Measurement Formula:​
A Primer on Economic Value Added (EVA)

NOVEMBER 7, 2018

This primer on EVA (Economic Value Added) was designed to give you a better understanding of how EVA is calculated and what makes it different from other metrics.

Publications & White Papers

2018 E&S U.S. Proxy Season Review

AUGUST 30, 2018

This article reviews some of the key trends related to environmental and social issues in the 2018 U.S. proxy season.

Publications & White Papers

Board Refreshment: Finding the Right Balance

AUGUST 10, 2018

In this article, data validates that good board renewal practices help companies better manage risk and performance.

Publications & White Papers

2018 Proxy Season Review

JULY 20, 2018

As a preamble to ISS’s post-season review reports, we took a look at some of the key takeaways from the 2018 proxy season. Use this report to understand the trends in board election vote results, compensation, shareholder proposals, and environmental and social issues.

Publications & White Papers

European Shareholder Rights Directive II: An Overview

JUNE 12, 2018

The revised Shareholder Rights Directive (“SRD II”), which entered into force in June 2017, mainly aims to reinforce effective and long-term shareholder engagement and monitoring of company performance, which were perceived insufficient and inadequate during the crisis when many companies were found to have assumed excessive risks in the pursuit of short-term returns.

Publications & White Papers

Peer Selection and the Wisdom of the Crowd

JUNE 7, 2018

Peer groups form the bedrock of many company pay-setting exercises. Benchmarking CEO pay to a target value, typically the median pay of a group of “peer” companies, is a standard practice used by compensation committees; more than 97 percent of S&P 500 companies disclose benchmarking peer groups.

Publications & White Papers

Global Governance: Board Independence Standards and Practices

MAY 18, 2018

In a buoyant market with indices reflecting attractive returns to investors in Fiscal Year 2017, there were fewer “strikes” against remuneration reports, and the Australian Securities and Investments Commission described the 2017 AGM season as “less tumultuous”.

Publications & White Papers

AU NZ Proxy Season Review

MARCH 22, 2018

In a buoyant market with indices reflecting attractive returns to investors in Fiscal Year 2017, there were fewer “strikes” against remuneration reports, and the Australian Securities and Investments Commission described the 2017 AGM season as “less tumultuous”.

Publications & White Papers

5 Trends from the E&S QualityScore

Institutional Shareholder Services Inc. (ISS) recently launched an Environmental & Social QualityScore, a data driven approach to measuring the quality of corporate disclosures on environmental and social issues. The trends outlined in this document highlight some interesting insights from the first six industries covered under the E&S QualityScore, as of February 27, 2018.

Publications & White Papers

An Early Look at the State of U.S. CEO Pay

ISS Analytics analyzed pay data for “same-store” CEOs within the Russell 3000 to better understand the sentiment of compensation committees and how their thinking evolves year-over-year.

Publications & White Papers

162(m): 6 Things to Understand about 2018 Changes

With the passage of the Tax Cuts and Jobs Act 2017, the provision of Section 162(m) of the Internal Revenue Code (IRC) that allowed companies to deduct certain “performance-based” compensation in excess of $1 million, has been eliminated.

Publications & White Papers

Disclosure Checklist for Performance-Based Awards

As proxy season approaches and anxieties over drafting the proxy disclosures reach peak levels, how do you improve the chances that your performance-based compensation program will be well-received by shareholders and proxy advisors?

Publications & White Papers

Relative TSR: Does The Metric Have An Achilles’ Heel?

To many companies, these relative TSR metrics are a cure-all; they provide a relative performance measure with transparent measurement criteria, and it links back directly to shareholder value creation. After all, the more the shareholder benefits, the more the executives benefit, as well.

Publications & White Papers

Beyond the Basics: An In-Depth Review of the Secondary Features of Proxy Access Bylaws

Presently, 40 percent of S&P 500 companies provide a proxy access right; by summer 2017, the majority of the companies in the S&P 500 may provide proxy access, along with 15-20 percent of the S&P 400 index. As of June 30, 2016, 252 U.S. companies in the Russell 3000 have adopted some form of proxy access; only 16 of these companies had adopted proxy access before 2015.

Publications & White Papers

ExecComp Insights: The Truth About Concentration Ratios

Volatility and a declining stock market – particularly near the time of year when most executive grants are made – bring a whole new level of complexity to compensation committees and equity plan administrators. Often, the number of shares that an executive team receives will increase (and sometimes substantially increase) in order to keep the dollar value of grants constant (or nearly so) from the previous year.

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