ISS Releases Proposed Voting Policies for the 2020 Proxy Season

On October 7, 2019, ISS released its proposed benchmark voting policies for the 2020 proxy season, which, for U.S. companies, included changes relating to sunset provisions for multi-class voting structures, share repurchase programs and independent board chair proposals. These changes came a month after ISS released the results of its 2019 Global Policy Survey pursuant to which ISS sought feedback from institutional investors, public companies, corporate directors and other stakeholders on emerging trends in corporate governance, executive compensation and other matters. Among other things, the survey found that a majority of both investor and non-investor respondents agree that gender diversity is an essential attribute of effective board governance for all companies and that a majority of investor respondents believe that companies should assess, disclose and mitigate climate risks, but that the respondents diverged in their views on director overboarding, combined CEO/Chair roles and the appropriateness of sunset provisions for multi-class capital structures. The full text of the ISS benchmark voting policy, which is open for comment until October 18, 2019, is available here, the full text of its 2019 global policy survey is available here and the Sullivan & Cromwell memorandum on the topic is available here.