ISS has commenced its 2016 proxy voting policy survey. Some of the issues ISS seeks comment on include:

  • Is it appropriate to use non-GAAP or adjusted GAAP metrics for compensation programs?
  • What types of equity compensation are appropriate for non-executive directors?
  • When should a net operating loss poison pill be opposed?
  • What types of unilateral charter or by-law amendments warrant holding directors accountable on a long-term basis?
  • If a board adopts a proxy access by-law that has material restrictions not included in a successful shareholder proposal, what restrictions are problematic enough to warrant a “withhold” or “against” vote for directors?
  • When is a director considered “overboarded”?
  • What should be considered when determining whether a former executive, other than a CEO, is considered independent?
  • What metrics, if included in the ISS report, would be helpful in assessing capital allocation decisions, share buybacks and the efficacy of board stewardship?