ISS is making available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2020. 


Proxy adviser Institutional Shareholder Services Inc. (“ISS”) announced the launch of its 2020 benchmark voting policy comment period on 7 October 2019.

For policies covering companies based in Europe, proposed changes out for comment cover:

  • director terms (maximum of four years, may be less than four in the future)
  • the use of discretion by remuneration committees;
  • remuneration committee responsiveness; and
  • board gender diversity.

The changes proposed to the use of discretion by remuneration committees and the responsiveness of the committee, are partly linked to the (implementation of) the revised shareholder directive.

The following is proposed for board gender diversity: In terms of gender diversity, (supervisory) boards should adhere to domestic legal requirements or local best market practices or, in the absence thereof, be in line with European established practice. Generally vote against the chair of the nomination committee (or other directors on a case-by-case basis) when there are no female directors on the board of a widely-held company. Mitigating factors may be:

  • The presence of a female director on the board at the preceding annual meeting and a firm commitment, publicly available, to appoint at least one woman director to the board within a year; or
  • Other relevant factors as applicable.

The open comment period will end on 18 October 2019.

Comments received will be considered as ISS finalizes the updates to its benchmark voting policies to be applied for shareholder meetings taking place on or after 1 February 2020. ISS expects to announce its final 2020 benchmark policy changes during the first half of November 2019.

Click here for the proposed policy changes for 2020. The proposed changes for Europe can be found on pages 13 - 19.