Getting Executive Compensation Ready for 2012: Starting with ISS Guidelines
By Teri O'Brien and J. Mark Poerio
On November 17, 2011, Institutional Shareholder Services (ISS) released its 2012 policy updates to its proxy voting guidelines. In the aftermath of the Dodd-Frank Act's say-on-pay requirement for advisory shareholder votes on executive compensation, ISS has emerged as the leading proxy advisory firm for public companies. Especially for executive compensation, its policy updates have come to establish best and worst practices by which shareholders and stock analysts hold boards accountable. As a result, ISS's annual updates to its voting guidelines are closely watched. The 2012 policy updates apply to shareholder meetings held on or after February 1, 2012.