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Governance Data, Analytics, and News from Institutional Shareholder Services

March 08, 2019


Meetings to Watch

Upcoming ISS Speaking Events

Interesting Meeting Calendar

News Roundup

ISS Updates & Links


2019 Compensation Insights: An Interview with the ISS US Compensation Team

As we get closer to the U.S. proxy season, we turn to ISS’s compensation experts for insights on key compensation topics to watch in 2019. ISS U.S. Senior Compensation Analysts Liz Williams and Rachel Hedrick 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.

Governance Insights: For the first time since the financial crisis, U.S. stocks had negative annual returns in 2018. Going forward, how do we expect companies to handle greater market uncertainty, from a compensation perspective?

Liz Williams: Many companies have incorporated TSR into long-term incentive programs in some fashion, and, accordingly, poor stock price performance may have a pronounced impact on realized pay. However, as an increasing number of companies use relative TSR as a key performance metric, investors may be concerned that executive pay is somewhat insulated from negative returns. Looking forward to 2019 awards, it's too early to tell how boards will handle compensation programs in an uncertain market. Some compensation committees may use their discretion to lower awards, in recognition of shareholder losses over the performance period. Others might rely on retention awards and discretionary bonuses to make up for forfeited performance pay for executives.

Performance-Based Awards at US Companies 2006 to 2018

Governance Insights: While we are on the subject of performance pay, how do you expect to see the elimination of the Section 162(m) performance-based pay tax deduction affecting compensation programs this year?

Rachel Hedrick: The repeal of 162(m) at the end of 2017 has affected compensation programs in two major ways. First, as there is no longer a tax incentive for performance-based pay above $1 million, it is possible investors may see subtle shifts towards increased discretionary or fixed pay elements, like larger base salaries for example. However, most shareholders have repeatedly expressed a strong preference in favor of performance-based compensation programs, and such preferences were not driven by the prior tax benefits. While we have not seen a wholesale shift away from performance-based pay at this time, this is an issue we expect shareholders will be watching closely.

Second, we saw a significant drop in the number of equity plans on ballots last year, as companies are no longer required to seek periodic shareholder approval of incentive metrics to qualify under 162(m). We anticipate that the downward trend in the number of equity plans on ballots will continue or stabilize as companies need to come to shareholders less frequently.

Governance Insights: Does this mean that expected durations of equity plans are now longer?

Rachel Hedrick: Likely yes. Of course, when we talk about expected duration, there are two ways to look at it: how long a shareholder might expect the plan reserve to last given historical equity consumption rates; and secondly, what the interval will be between equity compensation plan shareholder approvals. Under the previous 162(m) construct, regardless of how many shares were reserved under a plan, if a company planned to take advantage of tax deductibility for performance-based equity compensation, they had to seek reapproval from shareholders every five years – specifically, shareholders had to reapprove performance conditions contained within the plan. But as part of this reapproval process, companies often also addressed hot-button investor issues, such as single triggers, unapproved cash buyouts, and more.

The sharp drop in equity plan submittals last year was driven by companies that had shares remaining at the five-year mark and, absent the need to seek reapproval for 162(m) purposes, waited to go back to shareholders until their plan reserves ran closer to exhaustion. In addition, we see companies making requests for share reserves that will last longer than ever. Between 2015 and 2018, the median duration of requested shares ranged from a low of 4.4 to a high of 4.7 years. In early 2019, among the 54 plans evaluated so far, median duration has climbed more than a year to 5.8 years. Clearly, some companies are taking advantage of the opportunity for longer share reserves – and that may be worrisome for investors.

Plan Durations 2015-2019

Governance Insights: In terms of performance metrics, do we expect to see any interesting changes in the types of metrics companies are using to measure executive performance in incentive programs in 2019?

Liz Williams: We may have seen the peak in the number of companies using market-based metrics, such as TSR, as the only metric in the long-term program. While we continue to see TSR added to programs, often as a modifier, most incentive plans are making use of other operational metrics as well. Additionally, based on conversations with companies and some early disclosure, we're seeing a small uptick in the adoption of environmental and social performance metrics. Shareholder proposals requesting these types of metrics have been included in proxy statements for many years, but this is the first time we have seen large companies proactively adding E&S metrics to programs. Some of the metrics we have seen thus far include emissions reduction goals and workforce diversity targets.

US Plan Metrics from 2008 to 2017

Governance Insights: This is the second year of CEO pay ratio disclosure. Some investors have requested additional disclosure from companies in order better evaluate these figures. Do you expect enhanced disclosure or that year-to-year comparisons may provide additional insights?

Liz Williams: We saw a wide range of disclosure in the first year of pay ratio disclosure in 2018. Some companies provided only the required information, while others gave additional details about the median employee. Given most companies will not be required to recalculate the median employee for 2019, it's not certain that we will see increased disclosure in this area – although many investors have asked for more detail. Regarding year-over-year comparison, while we plan to show both years of data in our reports this year, we continue to recognize that the flexibility in the rule somewhat limits the meaningfulness of company-to-company comparisons. That being said, we will continue to look at pay ratio disclosure and have discussions with investors and companies regarding the utility of the ratio in pay-for-performance analyses. However, the disclosure will have no impact on U.S. benchmark policy vote recommendations for the 2019 season.

Governance Insights: What types of shareholder proposals have you seen this year? Do we expect any new types of proposals?

Rachel Hedrick: In addition to proposals we see annually requesting enhanced clawback policies and pro-rated equity vesting upon a change in control, we also expect to see the recurrence of some more recent topics. These include requests for reports on the risks related to drug pricing and executive incentive programs at pharmaceutical companies, and proposals asking companies to exclude the impact of stock buybacks from incentive program results.

One interesting note to some investors may be the SEC's recent exclusion of proposals which requested companies exclude the cost of litigation and compliance costs when determining executive incentive payouts. While the SEC allowed this proposal to go to a vote at Johnson & Johnson last year (where it received about 18-percent support), the SEC approved the proposal's exclusion from the ballot this year when the same proposal was resubmitted. The proposal was also excluded at AbbVie but went to a vote at AmerisourceBergen in February, where it earned 11.6 percent shareholder support. While the SEC no-action letter indicates that the proposal "micromanages the company by seeking to impose specific methods for implementing complex policies," it did not specify what had changed from the prior year.

Governance Insights: This year, ISS updated the director compensation policy. What are the key changes? What should investors look for when reviewing director pay?

Rachel Hedrick: This policy, which was introduced last year, seeks to identify true outlier levels of non-employee director pay (the top 2-3 percent of non-executive director pay packages, as compared to other directors in the same index and sector) that is not reasonably explained in the proxy. Once these top-paid directors are identified, ISS reviews the rationale provided in the proxy statement to explain their high compensation levels. The key changes for the policy this year include: separation of thresholds for board leadership positions (i.e. non-executive chairs and lead independent directors), which command a pay premium, and clarification on what board pay arrangements might be viewed as compelling rationale under the policy. We've heard from investors that reasonable explanations for high pay include one-time onboarding grants for new directors, special payments related to transactions or special committee service, and payments made in consideration of necessary scientific expertise. Payments made to non-executive directors to reward general performance or service will likely not be viewed as compelling.

-- Rachel Hedrick and Liz Williams, ISS U.S. Compensation Research; Kosmas Papadopoulos, CFA, ISS Analytics

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Meetings to Watch

Log into Governance Analytics and click on Special Situations Research to enable these links:

DIA Playing the Loser's Game | Note | Published on March 4, 2019


TBD Nominees | Note | Published on January 18, 2019


Contentious Pipeline - January 2019 | Pipeline | Published on February 12, 2019


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Upcoming ISS Speaking Events

These are upcoming events where ISS staff will be speaking or in attendance. ISS does not necessarily endorse any of these groups.

March 11, Vienna
"New Era in Corporate Governance and Executive Compensation" hosted by Ipreo IHS Markit and hkp group
(Thomas von Oehsen, ISS Research)

March 12, Webinar
ISS Webinar Navigating the Complex Process of Tracking Securities Class Action Litigation
(Jeff Lubitz, ISS SCAS)

March 20-21, Cambridge, MA
Harvard Corporate Governance Roundtable 2019
(Marc Goldstein, ISS Research)

March 22, Bonn
Sparkassen Alumni Day
(Karien Siemann, ISS ESG)

March 22, Tokyo
Japan Business Federation (Keidanren) Seminar
(Takeyuki Ishida, ISS Research)

March 26, Santa Clara, CA
15th Annual CEP and Silicon Valley NASPP Symposium
(Tom Yarnall, ISS Corporate Solutions)

March 26, New York
NACD New York Chapter Event: Executive Compensation - Trends and Regulatory Updates
(Roy Saliba, ISS Corporate Solutions)

March 26, Tokyo
Asia Sustainable Finance Initiative Event: Managing Climate Risk: Investor Workshop on TCFD
(Reinhilde Weidacher, ISS ESG)

April 11, Washington DC
CFA Society Washington, DC: ESG Asset Owners Summit: The Rise & Status of Sustainable Investing
(Ariane de Vienne, ISS ESG)

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Interesting Meeting Calendar

This supplemental list highlights upcoming meetings with notable ballot items; these may include companies with interesting or novel shareholder proposals, proxy contests, non-standard management proposals, and more. Appearance on this list does not denote any particular ISS vote recommendation.

Company Ticker Country Meeting Type Date
National Bank of Kuwait SAK NBK Kuwait Annual/Special 9-Mar-19
Commercial International Bank (Egypt) SAE COMI Egypt Annual/Special 10-Mar-19
Commercial International Bank (Egypt) SAE COMI Egypt Annual 10-Mar-19
A.D.O. Group Ltd. ADO Israel Special 10-Mar-19
Banco Bradesco SA BBDC4 Brazil Annual 11-Mar-19
Viacom, Inc. VIAB USA Annual 11-Mar-19
Pepkor Holdings Ltd. PPH South Africa Annual 11-Mar-19
Sanmina Corp. SANM USA Annual 11-Mar-19
Paz Oil Co. Ltd. PZOL Israel Special 11-Mar-19
Banco Bradesco SA BBDC4 Brazil Annual/Special 11-Mar-19
TransDigm Group, Inc. TDG USA Annual 12-Mar-19
Companhia de Saneamento Basico do Estado de Sao Paulo SABESP SBSP3 Brazil Special 12-Mar-19
Turk Traktor ve Ziraat Makineleri AS TTRAK Turkey Annual 12-Mar-19
Mizrahi Tefahot Bank Ltd. MZTF Israel Special 12-Mar-19
Daetwyler Holding AG DAE Switzerland Annual 12-Mar-19
Vivendi SA VIV France Bondholder 13-Mar-19
Tofas Turk Otomobil Fabrikasi AS TOASO Turkey Annual 13-Mar-19
TE Connectivity Ltd. TEL Switzerland Annual 13-Mar-19
Independent Investment Trust Plc IIT United Kingdom Annual 13-Mar-19
ONO SOKKI Co., Ltd. 6858 Japan Annual 14-Mar-19
VINX Corp. 3784 Japan Annual 14-Mar-19
Stora Enso Oyj STERV Finland Annual 14-Mar-19
Shufersal Ltd. SAE Israel Special 14-Mar-19
Klabin SA KLBN4 Brazil Special 14-Mar-19
IRB Brasil Resseguros SA IRBR3 Brazil Annual 14-Mar-19
Hyosung Corp. 4800 South Korea Annual 15-Mar-19
GS Retail Co., Ltd. 7070 South Korea Annual 15-Mar-19
Banco Davivienda SA PFDAVVNDA Colombia Annual 15-Mar-19
MRV Engenharia e Participacoes SA MRVE3 Brazil Special 15-Mar-19
Yuhan Corp. 100 South Korea Annual 15-Mar-19
Hanmi Science Co., Ltd. 8930 South Korea Annual 15-Mar-19
LG Chem Ltd. 51910 South Korea Annual 15-Mar-19
Ford Otomotiv Sanayi AS FROTO Turkey Annual 15-Mar-19
Tryg A/S TRYG Denmark Annual 15-Mar-19
GMO Cloud KK 3788 Japan Annual 17-Mar-19
Human Soft Holding Co. KSCC HUMANSOFT Kuwait Annual 18-Mar-19
Africa Israel Properties Ltd. AFPR Israel Special 18-Mar-19
Yapi ve Kredi Bankasi AS YKBNK Turkey Annual 18-Mar-19
Itau Corpbanca ITAUCORP Chile Annual 19-Mar-19
Distribuidora Internacional De Alimentacion SA DIA Spain Annual 19-Mar-19
ISRA VISION AG ISR Germany Annual 19-Mar-19
Oriola Corp. OKDBV Finland Annual 19-Mar-19
Arcelik AS ARCLK Turkey Annual 19-Mar-19
Samsung Electronics Co., Ltd. 5930 South Korea Annual 20-Mar-19
Shizuoka Gas Co., Ltd. 9543 Japan Annual 20-Mar-19
Kordsa Teknik Tekstil A.S. KORDS Turkey Annual 20-Mar-19
Turkiye Petrol Rafinerileri AS TUPRS Turkey Annual 20-Mar-19
Japan Tobacco Inc. 2914 Japan Annual 20-Mar-19
W-SCOPE Corp. 6619 Japan Annual 20-Mar-19
Mobile Telecommunications Co. KSC ZAIN Kuwait Annual 20-Mar-19
Sligro Food Group NV SLIGR Netherlands Annual 20-Mar-19
Svenska Cellulosa AB SCA.B Sweden Annual 20-Mar-19
Dogan Sirketler Grubu Holding AS DOHOL Turkey Annual 20-Mar-19
Canare Electric Co., Ltd. 5819 Japan Annual 20-Mar-19
Aygaz AS AYGAZ Turkey Annual 20-Mar-19
Cyber Com Co., Ltd. 3852 Japan Annual 20-Mar-19
Unifin Financiera SAB de CV SOFOM ENR UNIFINA Mexico Annual 21-Mar-19
DKSH Holding AG DKSH Switzerland Annual 21-Mar-19
GMO Internet, Inc. 9449 Japan Annual 21-Mar-19
Taptica International Ltd. TAP Israel Special 21-Mar-19
Urstadt Biddle Properties, Inc. UBA USA Annual 21-Mar-19
Shenwan Hongyuan Group Co., Ltd. 166 China Annual 21-Mar-19
Eregli Demir ve Celik Fabrikalari TAS EREGL Turkey Annual 21-Mar-19
Koc Holding AS KCHOL Turkey Annual 21-Mar-19
Elior Group SA ELIOR France Annual/Special 22-Mar-19
Samsung Securities Co., Ltd. 16360 South Korea Annual 22-Mar-19
Samsung BioLogics Co., Ltd. 207940 South Korea Annual 22-Mar-19
Oenon Holdings, Inc. 2533 Japan Annual 22-Mar-19
Chofu Seisakusho Co., Ltd. 5946 Japan Annual 22-Mar-19
Bankia SA BKIA Spain Annual 22-Mar-19
SGS SA SGSN Switzerland Annual 22-Mar-19
ACC Ltd. 500410 India Annual 22-Mar-19
Shikun & Binui Ltd. SKBN Israel Special 24-Mar-19
Companhia Energetica de Minas Gerais SA CMIG4 Brazil Special 25-Mar-19
Akbank TAS AKBNK Turkey Annual 25-Mar-19
Coca-Cola Bottlers Japan Holdings, Inc. 2579 Japan Annual 26-Mar-19
Fujiya Co., Ltd. 2211 Japan Annual 26-Mar-19
Iseki & Co., Ltd. 6310 Japan Annual 26-Mar-19
Daiki Axis Co., Ltd. 4245 Japan Annual 26-Mar-19
SPACE CO., LTD. 9622 Japan Annual 26-Mar-19
Densan System Co., Ltd. 3630 Japan Annual 26-Mar-19
Tateru, Inc. 1435 Japan Annual 26-Mar-19
Selcuk Ecza Deposu Ticaret ve Sanayi AS SELEC Turkey Annual 26-Mar-19
Skandinaviska Enskilda Banken AB SEB.A Sweden Annual 26-Mar-19
Sartorius Stedim Biotech SA DIM France Annual/Special 26-Mar-19
QBE Insurance Group Ltd. QBE Australia Bondholder 26-Mar-19
Schindler Holding AG SCHP Switzerland Annual 26-Mar-19
Swiss Prime Site AG SPSN Switzerland Annual 26-Mar-19
Almacenes Exito SA EXITO Colombia Annual 27-Mar-19
Svenska Handelsbanken AB SHB.A Sweden Annual 27-Mar-19
Pan Ocean Co., Ltd. 28670 South Korea Annual 27-Mar-19
Itoki Corp. 7972 Japan Annual 27-Mar-19
Altech Corp. 4641 Japan Annual 27-Mar-19
Royal Holdings Co., Ltd. 8179 Japan Annual 27-Mar-19
Miyoshi Oil & Fat Co., Ltd. 4404 Japan Annual 27-Mar-19
Nippon Carbon Co., Ltd. 5302 Japan Annual 27-Mar-19
Tamron Co., Ltd. 7740 Japan Annual 27-Mar-19
Tokyotokeiba Co., Ltd. 9672 Japan Annual 27-Mar-19
Oyo Corp. 9755 Japan Annual 27-Mar-19
Nippon Aqua Co., Ltd. 1429 Japan Annual 27-Mar-19
Snow Peak, Inc. (Japan) 7816 Japan Annual 27-Mar-19
Telefonaktiebolaget LM Ericsson ERIC.B Sweden Annual 27-Mar-19
Notre Dame Intermedica Participacoes SA GNDI3 Brazil Special 28-Mar-19
Banco de Bogota SA BOGOTA Colombia Annual 28-Mar-19
Notre Dame Intermedica Participacoes SA GNDI3 Brazil Annual 28-Mar-19
Alicorp SA ALICORC1 Peru Annual 28-Mar-19
Senshukai Co., Ltd. 8165 Japan Annual 28-Mar-19
Suntory Beverage & Food Ltd. 2587 Japan Annual 28-Mar-19
ASICS Corp. 7936 Japan Annual 28-Mar-19
Nisshinbo Holdings Inc. 3105 Japan Annual 28-Mar-19
Nippon Electric Glass Co., Ltd. 5214 Japan Annual 28-Mar-19
Earth Chemical Co., Ltd. 4985 Japan Annual 28-Mar-19
Yamazaki Baking Co., Ltd. 2212 Japan Annual 28-Mar-19
Kyowa Electronic Instruments Co., Ltd. 6853 Japan Annual 28-Mar-19
Katakura Industries Co., Ltd. 3001 Japan Annual 28-Mar-19
The Torigoe Co., Ltd. 2009 Japan Annual 28-Mar-19
TIM Participacoes SA TIMP3 Brazil Annual 28-Mar-19
INFICON Holding AG IFCN Switzerland Annual 28-Mar-19
Marcopolo SA POMO4 Brazil Annual 28-Mar-19
Enerjisa Enerji AS ENJSA Turkey Annual 28-Mar-19
Sul America SA SULA11 Brazil Annual 28-Mar-19
Zehnder Group AG ZEHN Switzerland Annual 28-Mar-19
Porto Seguro SA PSSA3 Brazil Annual 29-Mar-19
Haci Omer Sabanci Holdings AS SAHOL Turkey Annual 29-Mar-19
ALSO Holding AG ALSN Switzerland Annual 29-Mar-19
The RMR Group, Inc. RMR USA Annual 3-Apr-19
Greenway Technologies, Inc. GWTI USA Proxy Contest 4-Apr-19
B Communications Ltd. BCOM Israel Special 7-Apr-19
Heijmans NV HEIJM Netherlands Annual 10-Apr-19
Bezeq The Israeli Telecommunication Corp. Ltd. BEZQ Israel Special 30-Apr-19

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News Roundup

Share Buybacks May Be Bad — Just Not for the Reasons You Think

Loews Corp. CEO Jim Tisch faces a constant dilemma. When his company’s shares are cheap, he agonizes about whether to sound off about it — or stay quiet and just buy back a bunch of stock.

Last year, Tisch mostly did the latter, repurchasing more than 20 million shares, or some 6 percent, of Loews stock for about $1 billion. On the company’s fourth-quarter earnings call in February, he called buybacks “one of the best ways to create value for all our shareholders.”

For decades Tisch, who with his extended family owns more than 30 percent of Loews, has bought gobs of shares in the conglomerate founded by his father and uncle, eminent value investors and philanthropists Larry and Robert Tisch. Goosed by buybacks, Loews generated a return of some 17 percent from 1965 through 2018, versus 10 percent for the S&P 500. Just since 2008, Loews has reduced its share count by 41 percent.

The rest of corporate America seems to have taken a page from the Loews playbook. S&P 500 companies have been buying back dizzying amounts of stock, hitting a preliminary record of $797.9 billion in 2018, more than 70 percent of the index’s combined earnings, according to S&P Dow Jones Indices. The fourth-quarter total of $214.5 billion buybacks represents the fourth consecutive quarterly title topper.

Institutional Investor | March 7, 2019

DiNapoli files shareholder proposals at 4 companies with no women on their boards

New York State Comptroller Thomas P. DiNapoli has filed shareholder proposals at four portfolio companies seeking increased board diversity, spokesman Matt Sweeney confirmed in an email. The four companies — Gaming and Leisure Properties, New Residential Investment Corp., Sinclair Broadcast Group and Trip Advisor — have no women directors on their boards of directors./p>

"Research has shown that companies with diverse boards perform better," Mr. DiNapoli said Wednedsay in a news release. "Lack of diversity puts companies at a competitive disadvantage. And when companies fail to address shareholder concerns over lack of diversity they demonstrate a lack of accountability."

Mr. DiNapoli, sole trustee of the $204.4 billion New York State Common Retirement Fund, Albany, has so far filed proposals seeking board diversity policies at 33 companies on behalf of the fund. The fund has also adopted a proxy voting policy to oppose all incumbent board directors at companies that have no women directors.

Pensions & Investments | March 6, 2019

Activist investors set their sights on Asia

TOKYO -- The number of activist campaigns in Asia surged nearly 20% last year, putting the region second only to the U.S. in terms of activist investor activity./p>

A record 111 companies headquartered in Asia faced requests from activist shareholders to improve corporate governance last year, according to the report "Activist Investing Annual Review 2019," produced by consultancy Activist Insight in association with Schulte Roth & Zabel.

This is the first time Asia has overtaken Europe (excluding the U.K.) in terms of number of companies targeted. It is also the fifth consecutive increase for the region and a threefold increase from 2013, when there were 37 activist campaigns.

Most of the targeted companies were Japanese, with 47 subjected to activist demands -- a jump of over 40% compared to a year ago. The uptick in activism follows reforms designed to improve shareholder engagement, as well as corporate governance.

Nikkei Asia Review | March 4, 2019

Tesla's Future Depends on Other People's Money

Elon Musk is a genius at using other people’s money.

The Tesla founder is notorious for erratic driving, whether it’s changing forecasts for vehicle production, tweeting then retreating about going private, or veering from showroom to web-focused selling. But Musk has stayed perfectly on course in pursuing a golden prize: raising cost-free funding. Musk is getting a huge portion of the cash that Tesla uses to produce cars and batteries not from lenders and shareholders, but from its own fanatically loyal customers in everything from wait-in-line deposits to pre-paid warranties to advances for self-driving software.

Those billions are a stealth advantage for Tesla. The overriding question is whether Musk will be able to keep deploying OPM (other people’s money) at anything like the current rate in the years to come, and if not, whether the necessity of actually “paying” for many billions in new capital will sink any chance for future profitability.

One of the best measures of Tesla’s true profitability is EVA, or economic value added. The yardstick applies a “capital charge” for the equity that shareholders have invested in the business, a fee equivalent to what they’d gain from equally risky stocks or bonds. Tesla is much criticized for piling on capital to ramp up production, in part to compensate for an creaky network of plants and suppliers. EVA––the methodology is now owned by governance advisory firm ISS––sets a simple benchmark for success: To reward shareholders, Tesla must generate profits over and above the minimum capital charge that sets the dividing line between creating and destroying shareholder value.

Fortune.com | March 7, 2019

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ISS Updates & Links

Links in these sections are available to subscribers through our on-line platform. 

To access these documents, first log into Governance Analytics and then click on Governance Exchange (or Special Situations Research for those noted items) to enable these links:

2019 ISS Publications

Insights into Value Creation: Using EVA to Measure Performance (available on ICS website)

Corporate Governance in Emerging Markets (available on ISS website)

The Long View: The Role of Shareholder Proposals in Shaping US Corporate Governance (2000-2018) (available on ISS website)

The Long View: US Proxy Voting Trends on E&S Issues from 2000 to 2018 (available on ISS website)

The Corporate Governance World in 2019 (available on ISS website)

Top 10 Corporate Governance Topics to Watch in 2019 (available on ISS website)

2018 ISS Publications

California Dreamin': The Impact of the New Board Gender Diversity Law (available on ISS website)

Pay in the Bay: Compensation Practices at San Francisco Bay Area Technology Companies

2018 US Equity Compensation Plans Overview and Trends (available on ICS website)

Independent Board Leadership Matters: Evidence from Governance Practices (available on ISS website)

C-Suite Gender Diversity and Company Performance (available on ISS website)

Director Skills: Diversity of Thought and Experience in the Boardroom (available on ISS website)

2018 European Voting Results Report

Board Refreshment: Finding the Right Balance (available on ICS website)

Women in the C-Suite: The Next Frontier in Gender Diversity (available on ISS website)

A Preliminary Review of the 2018 US Proxy Season (available on ICS website)

Peer Selection and the Wisdom of the Crowd (available on ICS website)

European Shareholder Rights Directive II: An Overview (available on ISS website)

Global Governance: Board Independence Standards and Practices

An Early Look at the U.S. 2018 Proxy Season Trends (available on ISS website)

U.S. Board Study: Board Accountability Practices Review (available on ISS website)

U.S. Board Study: Board Diversity Review (available on ISS website)

An Early Look at the State of U.S. CEO Pay (available on ISS website)

An Overview of U.S. shareholder Proposal Filings (available on ISS website)

2030: An Odyssey to Thirty-Percent Board Diversity (available on ISS website)

Sexual Misconduct Risk: Five Steps for Effective Management (available on ISS website)

Building Company Watchlists for Proxy Season (available on ISS website)

U.S. Tax Reform: Changes to 162(m) and Implications for Investors (available on ISS website)

2018 Season Reviews

2018 United Kingdom Proxy Season Review

2018 Singapore Proxy Season Review

2018 Hong Kong Proxy Season Review

2018 Europe Proxy Season Review

2018 Japan Proxy Season Review

2018 Canada Proxy Season Review

2018 Taiwan Proxy Season Review

2018 US Uncontested Elections and Governance Proposals Proxy Season Review

2018 China Proxy Season Review

2018 France Proxy Season Review

2018 US Environmental and Social Issues Proxy Season Review

2018 US Executive Compensation Proxy Season Review

2018 Latin America Proxy Season Review

2018 South Korea Proxy Season Review

2018 Season Previews

2018 Greater China and Singapore Proxy Season Preview

2018 Japan Proxy Season Preview

2018 United States Season Preview

2018 UK and European Proxy Season Preview

2018 Canada Proxy Season Preview

2018 South Korea Proxy Season Preview

2018 Latin America Proxy Season Preview

2018 Market IQs

2018 Portugal Market IQ

2018 Israel Market IQ

2018 Singapore Market IQ

2018 Hong Kong Market IQ

2018 China Market IQ

2018 France Market IQ

2018 Japan Market IQ

2018 Netherlands Market IQ

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For questions, comments or suggestions, email contactus@isscorporatesolutions.com.


Drawing on ISS' Data Desk, Governance Insights delivers news and analysis of corporate governance developments, including insights and reporting found in no other media, on a periodic basis. While we exercise due care in compiling this newsletter, we assume no liability with respect to the consequences of relying on this information for investment or other purposes.


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ICS is a wholly owned subsidiary of Institutional Shareholder Services Inc. (ISS). ICS provides advisory services, analytical tools and publications to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance practices. The ISS Global Research Department, which is separate from ICS, will not give preferential treatment to, and is under no obligation to support, any proxy proposal of a corporate issuer (whether or not that corporate issuer has purchased products or services from ICS).  Similarly, ISS’ responsible investment research and analytics teams will not provide preferential treatment to, and is under no obligation to provide a favorable rating, assessment and/or any other favorable result to, any corporate issuer (whether or not that corporate issuer has purchased products or services from ICS).  No statement from an employee of ICS should be construed as a guarantee that ISS will (a) recommend that its clients vote in favor of any particular proxy proposal nor (b) provide a favorable rating or other assessment of any corporate issuer.

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