ISS has released its draft 2013 policies for comment. Key changes are as follows:
For say-on-pay proposals, the summary of proposed changes provides:
- Use company’s selected peers as an input to its peer group methodology, while maintaining an approach that includes company size and market capitalization constraints.
- Potentially incorporate a comparison of realizable pay to grant date pay as part of the qualitative evaluation of pay-for-performance alignment.
- Add pledging of shares as a factor that may lead to negative recommendations under the existing problematic pay practices evaluation.
For golden parachute proposals, the summary of proposed changes provides:
- Include existing change-in-control arrangements maintained with named executive officers rather than focusing only on new or extended arrangements.
- Place further scrutiny on multiple legacy problematic features in change in control agreements.
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