Comme à chaque fin d’année, le blogue du Harvard Law School on Corporate Governance Forum, présente un sommaire des grandes tendances en gouvernance.
Voici les recommandations que les firmes-conseils en votation Institutional Shareholder Services (ISS) et Glass Lewis & Co. font aux actionnaires qui voteront lors des assemblées annuelles de 2019.
Ces changements aux politiques de votation nous offrent une belle occasion de constater l’évolution des pratiques de saine gouvernance.
Bonne lecture !
The key changes to ISS’ proxy voting policies for 2019 relate to:
Board Gender Diversity—Beginning in 2020, ISS will generally recommend voting against nominating committee chairs (and potentially other directors) at companies with no female directors unless certain mitigating factors apply.
Economic Value Added Data for Pay-For-Performance Evaluation—In 2019, solely for informational purposes, ISS will include on a phased-in basis Economic Value Added (EVA) data in its proxy research reports as a supplement to GAAP/accounting performance measures to provide additional insight into company performance when evaluating pay-for-performance alignment. ISS will continue to explore the potential future use of EVA data as part of its pay-for-performance evaluation.
Management Ratification Proposals
Under a new policy, ISS will generally recommend voting against management proposals to ratify provisions of the company’s existing charter or bylaws, unless such provisions align with best practice.
ISS will also recommend voting against or withholding from individual directors, members of the governance committee or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering specified factors.
Under a revised policy, if a management proposal to ratify existing charter or bylaw provisions fails to receive majority support, ISS will conduct a board responsiveness analysis for the next annual meeting.
Chronic Poor Attendance by Directors—In cases of “chronic poor attendance” by a director (defined as three or more consecutive years of poor attendance without reasonable explanation), in addition to recommending votes against the director(s) with chronic poor attendance, ISS will generally recommend voting against or withholding from appropriate members of the nominating/governance committee or the full board.
Director Performance Evaluation—Under a revised policy, when evaluating director performance, ISS will assess a company’s 5-year total shareholder returns (TSR) as part of the initial screen for underperformance rather than during the second step of its evaluation.
Reverse Stock Splits—Under a revised policy, ISS will evaluate on a case-by-case basis certain management proposals to implement reverse stock splits, taking into consideration (i) disclosure of substantial doubt about the company’s ability to continue as a going concern without additional financing, (ii) the company’s rationale or (iii) other factors as applicable.
Shareholder Proposals on Environmental and Social (E&S) Issues—Under a revised policy, ISS expanded the factors it will consider when analyzing E&S shareholder proposals to include whether there are significant controversies, fines, penalties or litigation associated with the company’s E&S practices.
Excessive Non-Employee Director Compensation—ISS will delay until at least 2020 its previously-announced new policy of potentially issuing negative vote recommendations against members of the board committee responsible for setting or approving excessive non-employee director compensation in two or more consecutive years without a compelling rationale or other mitigating factors.