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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